Air Products and Chemicals Inc.
01/09/2025 | Press release | Distributed by Public on 01/09/2025 07:35
Air Products Sends Letter to Shareholders Correcting Mantle Ridge’s Falsehoods and Misleading Claims
01/09/2025 | Lehigh Valley, PA
Air Products Sends Letter to Shareholders Correcting Mantle Ridge's Falsehoods and Misleading Claims
Media Contacts:
Katie McDonald | +1 610 481 3673
Investor Contacts:
Eric Guter | +1 610 481 1872 Mun Shieh | +1 610 481 2951
Air Products' (NYSE:APD) Board of Directors today sent a letter to shareholders in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November 27, 2024 will be entitled to vote at the Annual Meeting. The letter is available at voteairproducts.com.
The full text of the letter to shareholders follows:
Dear Fellow Shareholder,
As the Air Products Annual Meeting quickly approaches, you have an important decision to make regarding the future of your investment. We are hard at work executing on our strategy to deliver long-term, sustainable value for shareholders by growing our core industrial gas business, while capitalizing upon our first-mover advantage in clean hydrogen.
Mantle Ridge is seeking to mislead shareholders to achieve its self-interested, short-term goals. It has provided false and out-of-context information in a desperate attempt to distract from Air Products' progress and the deficiencies of Mantle Ridge's underqualified director candidates, who are inferior to Air Products' highly qualified candidates. We are writing to set the record straight regarding certain of Mantle Ridge's unfounded claims:
While Mantle Ridge pursues its campaign to appoint underqualified candidates to our Board with no clear plan for meaningful value creation, the Air Products Board and management team remain focused on maximizing value for all shareholders.
We strongly recommend that you vote your shares "FOR" ONLY Air Products' Nominees on the WHITE proxy card. Please discard any blue proxy card you may receive from Mantle Ridge.
Thank you for your support.
Sincerely,
The Air Products Board of Directors
For more information regarding our Board nominees and strategy, please visit: www.voteairproducts.com.
YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the 2025 Annual Meeting, please take a few minutes now to vote by Internet or by telephone by following the instructions on the WHITE proxy card, or to sign, date and return the enclosed WHITE proxy card in the enclosed postage-paid envelope provided. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ONLY AIR PRODUCTS' NINE NOMINEES AND PROPOSALS ON THE ENCLOSED WHITEPROXY CARD.
1From Mantle Ridge's Refreshing Air Products Presentation dated December 17, 2024 and Mantle Ridge's Prosperity Begins with Integrity letter to Air Products' shareholders dated January 6, 2025.
2Based on market capitalization as of December 31, 2024.
3Per Capital IQ. Market data as of December 31, 2024.
4ExxonMobil company website.
5Non-GAAP financial measure. See website for reconciliation.
6Per Linde publicly-available company materials. Reflects Air Products and Linde on an LTM ("last 12 months") 9/30/2024 basis.
7Reflects Air Products, Linde and Nippon Sanso on an LTM 9/30/2024 basis and Air Liquide on an LTM 6/30/2024 basis, based on latest publicly-available financial statements.
8Air Products only repaid approximately $1 billion of debt with EMD proceeds, while EMD's initial market capitalization following separation in 2016 was greater than $2.5 billion.
9Peers include Air Liquide, Linde and Nippon Sanso. Air Products based on GAAP sales CAGR from 9/30/14 to 9/30/24 as reclassified to give effect to divestitures of the PMD and EMD businesses. Air Liquide based on CAGR from 12/31/14 to 12/31/24(E) and is adjusted for its acquisition of Airgas. Linde based on CAGR from 12/31/16 to 12/31/24(E) and is adjusted for its combination with Praxair. Nippon Sanso based on CAGR from 3/31/18 to 3/31/25(E) and is adjusted for its acquisition of Praxair European Assets. Starting revenue data-point is converted to USD at historical FX rate.
10From page 136 of Mantle Ridge's Refreshing Air Products Presentation dated December 17, 2024.
11From Mantle Ridge's Refreshing Air Products Presentation dated December 17, 2024; page 136 titled Return on Invested Capital is Far Below Peers.
12Nolan Clay, The Oklahoman, February 27, 2019, "FBI insider trading probe results in criminal charge in Oklahoma City federal court"
Vote only "FOR" Air Products' Director Nominees on the White Proxy Card today!
Your vote at Air Products' upcoming 2025 Annual Meeting of Shareholders on January 23, 2025 is critical and more important than ever this year.
About Air Products
Air Products (NYSE:APD) is a world-leading industrial gases company in operation for over 80 years focused on serving energy, environmental, and emerging markets and generating a cleaner future. The Company supplies essential industrial gases, related equipment and applications expertise to customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, medical and food. As the leading global supplier of hydrogen, Air Products also develops, engineers, builds, owns and operates some of the world's largest clean hydrogen projects, supporting the transition to low- and zero-carbon energy in the industrial and heavy-duty transportation sectors. Through its sale of equipment businesses, the Company also provides turbomachinery, membrane systems and cryogenic containers globally.
Air Products had fiscal 2024 sales of $12.1 billion from operations in approximately 50 countries and has a current market capitalization of about $65 billion. Approximately 23,000 passionate, talented and committed employees from diverse backgrounds are driven by Air Products' higher purpose to create innovative solutions that benefit the environment, enhance sustainability and reimagine what's possible to address the challenges facing customers, communities, and the world. For more information, visit airproducts.com or follow us on LinkedIn, X, Facebook or Instagram.
Non-GAAP Financial Measures
This communication contains certain financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted EPS and adjusted EBITDA margin. On our website, at investors.airproducts.com, we have included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Management believes these non-GAAP financial measures provide investors, potential investors, securities analysts, and others with useful information to evaluate our business because such measures, when viewed together with our GAAP disclosures, provide a more complete understanding of the factors and trends affecting our business. The non-GAAP financial measures supplement our GAAP disclosures and are not meant to be considered in isolation or as a substitute for the most directly comparable measures prepared in accordance with GAAP. These measures may not be comparable to similarly titled measures used by other companies.
Forward-Looking Statements
This communication contains "forward-looking statements" within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's expectations and assumptions as of the date of this communication and are not guarantees of future performance. While forward-looking statements are made in good faith and based on assumptions, expectations and projections that management believes are reasonable based on currently available information, actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors, including the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and other factors disclosed in our filings with the Securities and Exchange Commission. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in the assumptions, beliefs or expectations or any change in events, conditions or circumstances upon which any such forward-looking statements are based.
Air Products (NYSE:APD) is a world-leading industrial gases company in operation for over 80 years focused on serving energy, environmental, and emerging markets and generating a cleaner future. The Company supplies essential industrial gases, related equipment and applications expertise to customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, medical and food. As the leading global supplier of hydrogen, Air Products also develops, engineers, builds, owns and operates some of the world's largest clean hydrogen projects, supporting the transition to low- and zero-carbon energy in the industrial and heavy-duty transportation sectors. Through its sale of equipment businesses, the Company also provides turbomachinery, membrane systems and cryogenic containers globally.
Air Products had fiscal 2024 sales of $12.1 billion from operations in approximately 50 countries and has a current market capitalization of about $65 billion. Approximately 23,000 passionate, talented and committed employees from diverse backgrounds are driven by Air Products' higher purpose to create innovative solutions that benefit the environment, enhance sustainability and reimagine what's possible to address the challenges facing customers, communities, and the world. For more information, visit airproducts.com or follow us on LinkedIn, X, Facebook or Instagram.
Non-GAAP Financial Measures
This communication contains certain financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted EPS and adjusted EBITDA margin. On our website, at investors.airproducts.com, we have included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Management believes these non-GAAP financial measures provide investors, potential investors, securities analysts, and others with useful information to evaluate our business because such measures, when viewed together with our GAAP disclosures, provide a more complete understanding of the factors and trends affecting our business. The non-GAAP financial measures supplement our GAAP disclosures and are not meant to be considered in isolation or as a substitute for the most directly comparable measures prepared in accordance with GAAP. These measures may not be comparable to similarly titled measures used by other companies.
Forward-Looking Statements
This communication contains "forward-looking statements" within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's expectations and assumptions as of the date of this communication and are not guarantees of future performance. While forward-looking statements are made in good faith and based on assumptions, expectations and projections that management believes are reasonable based on currently available information, actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors, including the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and other factors disclosed in our filings with the Securities and Exchange Commission. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in the assumptions, beliefs or expectations or any change in events, conditions or circumstances upon which any such forward-looking statements are based.