Shareholder Plaintiffs seek an order requiring Defendants to redeem the PoisonPill (“Pill”) of Airgas, Inc. (“Airgas” or the “Company”) and to exempt the $70 per sharecash tender offer (the “Tender Offer”) by Air Products and Chemicals, Inc. (“Air Products”) from the strictures of 8
§203 (“Section 203”) and Article 6 of theAirgas Certificate of Incorporation (“Article 6”), conditioned upon Air Productsundertaking a subsequent offering period. To sustain their defenses to the Tender Offer,Defendants must prove that the Tender Offer constitutes a threat and that their responseto the Tender Offer is reasonable in proportion to that threat. Defendants have failed in both respects.
Pre-Trial Brief at 18-19, Post-Trial Brief at 38-44, Post-Trial ReplyBrief at 14.
As instructed by the Court, Shareholder Plaintiffs submit this Memorandumsetting forth their specific claims, with page references to relevant prior briefing, andadditional evidence adduced in connection with the Supplemental Evidentiary Hearingsupporting those claims.
This Memorandum also sets forth the specific relief sought byShareholder Plaintiffs.
“Pre-Trial Brief” refers to Shareholder Plaintiffs’ Pre-Trial Brief, filed September 24, 2011; “Post-Trial Brief” refers to Shareholder Plaintiffs’ Post-Trial Brief, filed November 1, 2010; “Post-Trial Reply Brief” refers to Shareholder Plaintiffs’ Post-TrialReply Brief, filed November 12, 2010; and “Post-Trial Supp. Brief” refers to Shareholder Plaintiffs’ Post-Trial Supplemental Brief, filed December 10, 2011.
Citations herein to “S.E.H. Tr.” refer to the transcript of the SupplementalEvidentiary Hearing held January 25-27, 2011. “Exhibit” refers to the Joint Exhibit listsubmitted to the Court in connection with the Trial and the Supplemental EvidentiaryHearing.