When Business and Chemistry Collide

Elizabeth Guenther

Senior Industrial Engineer

Osram Sylvania

Elizabeth Guenther is a Senior Industrial Engineer at OSRAM Sylvania with responsibility for processes and projects at its Eastern Distribution Center. She is this year’s AIChE Young Professionals Committee (YPC) Chair and YPC liaison to the Career and Education Operating Council.

Prior to joining OSRAM Sylvania, Elizabeth worked in other non-chemical fields as a Lean Manufacturing Engineer at Mack Trucks, Inc and an Operations Engineer at Lutron Electronics Co., Inc. Prior to holding the position of Chair in YPC, Elizabeth held the positions of Vice Chair and Publications Subcommittee Chair. She has also written several articles in ChEnected. Elizabeth’s Young Professional Point of View article, “What is a Chemical Engineer Doing Here?” published in the September 2013 edition of CEP, explored how Chemical Engineers fit right in to atypical industries.

Elizabeth holds a Bachelors of Science degree in Chemical Engineering from the University of Virginia and a Masters of Business Administration degree in Supply Chain Management from Lehigh University. She is an active member of her local AIChE section, the American Association of University Women and is a past Chair of the Lehigh Valley Engineering Council.

Elizabeth lives in the Lehigh Valley area of Pennsylvania with her husband. When not working, Elizabeth enjoys swimming competitively, doing craft projects and baking. Elizabeth can be reached at elizabeth.guenther@sylvania.com

February 17, 2011

For those of you who have one foot in the business world and the other in the chemical world, you may have already heard the news on the Air Products v. Airgas case. But for those of you who haven't, let's quickly review the main points of this intrigue: In February 2010, Air Products initiated its hostile takeover of Airgas - not the kind of hostile takeover with Vikings and lots of yelling, but a business hostile takeover. A hostile takeover in the business world is when a party makes an unwelcome purchase offer for a target company and is rejected, but just won't take "no" for an answer.

The poison pill defense

To resist Air Products' offer, Airgas used a "poison pill" defense, also known as a shareholder rights plan, which effectively attempted to dilute Air Product's shareholdings, thus making it impossible for the purchase to occur. Air Products made its last and final offer in December for $70 per share (a total $5.8 billion bid), which was rejected shortly thereafter. In an earlier strategy, the company had effectively placed three new people on the Airgas board of directors in the hopes of swaying votes its way. Instead, the new board rejected the $70-per-share bid, stating that the bid grossly undervalued the company, and countered with a higher price ($78 per share) than Air Products was willing to pay.

Left for the judge to decide

In cases where a board of directors does not act in the shareholders' best interests (such as by rejecting a more than reasonable bid), a judge has sometimes ruled that the target company must redeem its poison pill. Thus the issue moved to the courts to determine whether the Airgas board of directors was independent and acting in the best interests of its shareholders. Late Tuesday night, a year after this battle began, a Delaware court ruled against Air Products and did not force a redemption of Airgas's poison pill. Air Products withdrew its offer and both companies are likely to feel some fallout from unhappy shareholders. Air Products' shareholders may potentially complain about sinking millions of dollars into this case, while Airgas shareholders may begrudge the board for not accepting the bid. For more complete details, read the New York Times' Dealbook column about this case.

Were your surprised by the judge's ruling in this case?

Comments

Additionally... Airgas is suing a lawfirm that represented Air Products during the takeover proceedings for "breach of fiduciary duty" Read more here: http://blogs.wsj.com/law/2011/02/17/airgas-may-be...

Thanks for this post, Elizabeth. I can't comment on being surprised by the judge's decision or not (since news of this case didn't make it to Oz), but it's certainly interesting to hear the outcome.