Air Products & Chemicals, Inc. v. Airgas, Inc., et al.
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COURT OF CHANCERY OF THE WILLIAM B. CHANDLER III STATE OF DELAWARE CHANCELLOR COURT OF CHANCERY COURTHOUSE 34 THE CIRCLE GEORGETOWN, DELAWARE 19947 December 30, 2010 Kenneth J. Nachbar William Lafferty John P. DiTomo Morris, Nichols, Arsht & Tunnel LLP 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 Donald J. Wolfe, Jr. Kevin R. Shannon Potter Anderson & Corroon LLP Hercules Plaza 6th Floor 1313 N. Market Street P.O. Box 951 Wilmington, DE 19899 Pamela S. Tikellis Robert J. Kriner, Jr. A. Zachary Naylor Chimicles & Tikellis LLP 222 Delaware Ave. P.O. Box 1035 Wilmington, DE 19899 Re: Air Products & Chemicals, Inc. v. Airgas, Inc., et al. Civil Action No. 5249-CC In re Airgas, Inc. S holder Litig. Civil Action No. 5256-CC Dear Counsel: I have your recent letters about the scope of discovery for the evidentiary hearing scheduled for January 25, 2011. To clarify my December 23, 2010 letter, I am authorizing limited discovery regarding the documents presented to and considered by the boards of Airgas and Air Products regarding Air Products increased $70 per share offer and Airgas s response to that increased offer. Depositions may be taken of those individuals (at Air Products) directly involved in or responsible for making the increased $70 offer and those individuals (at Airgas) directly involved in or responsible for rejecting the increased $70 offer. This limited discovery regarding the increased $70 offer is intended to be symmetrical in nature and scope. I am interested in the facts regarding why the Airgas board has rejected the increased $70 per share offer and why the Airgas board deems the $70 offer to be inadequate at the present time. I also am interested in the factual basis for concluding (or not concluding) that the tender offer process has reached its end or terminal stage. The more expansive discovery mentioned in your letters (for example, discovery into documents protected by the business strategy immunity, analyses prepared by MacKenzie Partners, documents relating to the November 4, 2010 meeting between representatives of Airgas and Air Products and to the subsequent Air Products board meeting) is not authorized under my December 23, 2010 letter decision. I believe this responds to any confusion created by my December 23 letter regarding the scope of discovery. If it does not, please advise me as soon as possible. IT IS SO ORDERED. Very truly yours, William B. Chandler III WBCIII:meg
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