Faruqi & Faruqi, LLP’s national practice focuses on complex civil litigation. The firm practices in the areas of Securities, Merger & Transactional, Shareholder Derivative, Antitrust, Consumer Class Action, and Wage & Hour litigation.
On November 17, 2015, the Company entered into a Purchase Agreement and Plan of Merger (“Merger Agreement”) under which L’Air Liquide, S.A. (“Air Liquid”) will acquire all of the outstanding units of Airgas through the newly formed subsidiary AL Acquisition Corporation. The unit-for-unit transaction is valued at approximately $13.4 billion.
The complaint charges Airgas, its Board of Directors, and affiliated corporate entities and individuals with violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Company’s Board of Directors (the “Board” or “Individual Defendants”), Airgas unitholders will receive $143.00 in cash per share for each unit of Airgas they own. However, the complaint alleges that the offer does not reflect the Company’s inherent and long-term value based on recent financial reports.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, a matching rights provision, and a $400 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal.
The complaint also alleges that the preliminary proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on December 8, 2015 provided materially incomplete and misleading disclosures, thereby violating Sections 14(a) and 20(a) of the Exchange Act. The Proxy denies Airgas unitholders material information concerning the financial and procedural fairness of the Merger.