On January 7, 2025, Air Products and Chemicals, Inc. issued the following press release and posted
the same to its websites, https://www.voteairproducts.com/ and https://www.airproducts.com/:
Air Products Board of Directors
Reiterates Deliberate Succession Planning Process, Superior Quality of its Board Candidates, and Strong Financial Performance
LEHIGH VALLEY, PA
– January 7, 2025 – 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 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.
| 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 |