LEHIGH
VALLEY, Pa., Jan. 7, 2025
/PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today
issued the following statement:
Air Products is executing on a rigorous CEO
succession plan, announced long before Mantle Ridge and D.E. Shaw
started advocating for succession, while refreshing its Board with
two highly qualified directors at the 2025 Annual Meeting of
Shareholders. The Board has clearly articulated a CEO succession
plan to ensure a smooth transition between Mr. Ghasemi and his
successor and has committed to providing an announcement of a new
President and related timeline for CEO succession no later than
March 31, 2025.
Just a few months ago, Mantle Ridge talked about
its "…truly profound admiration, gratitude, and affection for
Seifi." Now Mantle Ridge is attempting to impugn Mr. Ghasemi's
reputation with misinformation. We believe Mantle Ridge's nominees
have been selected, not because their experience is superior to or
more relevant than our existing nominees, but rather because of
pre-existing relationships with Mr. Hilal or status as loyal Hilal
supporters in order to enact his short-term agenda. We cannot
overlook multiple media reports that Mantle Ridge nominee,
Dennis Reilley, reportedly shared
confidential board materials with a neighbor while serving on three
public company boards, or Mr. Hilal's judgment in originally
proposing Mr. Reilley to replace Mr. Ghasemi as CEO. None of Mantle
Ridge's nominees are as qualified as Air Products' nominees, and
the addition of any one of them could be to the detriment of our
shareholders.
Mantle Ridge continuously attempts to manipulate
our strong financial results, inaccurately portraying Air Products'
appropriate and industry-standard financial reporting. As fully
defined in our Company filings and other materials, Air Products
presents profitability metrics in-line with business peers and in a
way that enables comparison of our historical performance on a
like-for-like basis. The fact remains that the Company has industry
leading margins1 and has created $44 billion of shareholder value2 and
an 11% Adjusted EPS CAGR since 20143.
The Air Products Board strongly urges
shareholders to vote their shares "FOR" ONLY Air Products'
nominees. Please discard any blue proxy card received from Mantle
Ridge.
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 over
$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 www.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.
1 Based on Adjusted EBITDA margin. Non-GAAP financial
measure. Visit investors.airproducts.com for reconciliation
2 Based on $25.2B
market capitalization on June 30,
2014 (one day prior to Mr. Ghasemi's first day as CEO) and
December 13, 2024
3 Non-GAAP financial measure. Visit
investors.airproducts.com for reconciliation
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SOURCE Air Products