NEW
YORK, Dec. 5, 2024 /PRNewswire/ -- Mantle Ridge
LP ("Mantle Ridge"), which together with its affiliates
beneficially owns more than $1
billion of Air Products and Chemicals Inc. (NYSE: APD) ("Air
Products" or the "Company") shares, today issued the following
statement:
It was reported in the press today that:
"Air Products and Chemicals, Inc. experienced a 2.3% drop in its
stock price in pre-open trading on Thursday. This decline came as a
result of activist hedge fund Mantle Ridge LP withdrawing its
earlier push for a board overhaul at the industrial gas
company."
Shareholders should not fear. As has been our consistent
practice in every project we have done, and has been evident from
our filings and communications with the Board, we seek a
restructuring of the Board to one that can enable new executives to
succeed, and better board performance. This necessarily
includes a meaningful minority of ongoing incumbent directors,
and new independents that would comprise a majority of the
reconstituted Board.
In this case, we are nominating four, and the Company is
nominating two, entirely new and independent candidates (six
directors out of nine would be new and independent). We encourage
shareholders to closely read our proxy filings.
The board slate as specified in our amended filing should
in our view be sufficient to allow the Company to approach the
future on a strong footing. It seeks replacement of the four
most problematic directors, the addition of four new ones we have
nominated, and a process to replace the current CEO.
Because the Board would not engage in a collaborative
process of Board reconstruction, we took the initiative to compose
this board solution on our own, informed by our fellow
shareholders' preferences and desires for change.
We are grateful for the support from our fellow shareholders and
are excited about the wonderful chapter ahead for the Company."
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if any of the
underlying assumptions of Mantle Ridge LP ("Mantle Ridge") or any
of the other participants in the proxy solicitation described
herein prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Mantle Ridge that the future plans, estimates or
expectations contemplated will ever be achieved.
Certain statements and information included herein may have been
sourced from third parties. Mantle Ridge does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
Mantle Ridge disclaims any obligation to update the information
herein or to disclose the results of any revisions that may be made
to any projected results or forward-looking statements herein to
reflect events or circumstances after the date of such information,
projected results or statements or to reflect the occurrence of
anticipated or unanticipated events
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Mantle Ridge and the other Participants (as defined below)
intend to file a preliminary proxy statement and accompanying BLUE
universal proxy card with the Securities and Exchange Commission
(the "SEC") to be used to solicit proxies for, among other matters,
the election of its slate of director nominees at the 2025 annual
stockholders meeting (the "2025 Annual Meeting") of Air Products
and Chemicals, Inc., a Delaware
corporation ("APD"). Promptly after filing its definitive proxy
statement with the SEC, Mantle Ridge will furnish the definitive
proxy statement and accompanying BLUE universal proxy card to some
or all of the stockholders entitled to vote at the 2025 Annual
Meeting.
The participants in the proxy solicitation are Mantle Ridge,
Eagle Fund A1 Ltd (the "Record Stockholder"), Eagle Advisor LLC,
Paul Hilal, (all of the foregoing persons, collectively, the
"Mantle Ridge Parties"), Andrew
Evans, Tracy McKibben and
Dennis Reilley (such individuals,
collectively with the Mantle Ridge Parties, the
"Participants").
As of the date hereof, the Mantle Ridge Parties beneficially own
an aggregate of 4,107,521 shares (the "Mantle Ridge Shares") of
Common Stock and Mr. Evans beneficially owns 5 shares of Common
Stock. The Mantle Ridge Shares collectively represent approximately
1.8% of the outstanding shares of Common Stock based on 222,383,500
shares of Common Stock outstanding as of November 27, as reported in the Company's
definitive proxy statement on Schedule 14A filed with the SEC on
December 3, 2024. Mantle Ridge, as
the sole member of Mantle Ridge, which is in turn the advisor to
certain affiliated funds (collectively, the "Mantle Ridge Funds"),
may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of)
the Common Stock to be held for the accounts of the Mantle Ridge
Funds. Mantle Ridge, as the advisor to, and holder of 100% of the
noneconomic voting interests in, the Mantle Ridge Funds, may be
deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the
shares of Common Stock to be held for the accounts of the Mantle
Ridge Funds. By virtue of him ultimately controlling the managing
member of Mantle Ridge GP LLC, the general partner of Mantle Ridge,
which is in turn the sole member of Mantle Ridge, the advisor to
the Mantle Ridge Funds, Mr. Hilal may be deemed to have the shared
power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the shares of Common Stock to
be held for the accounts of the Mantle Ridge Funds. The Nominees
who beneficially own Common Stock (as set forth in the cover pages
hereof) may be deemed to have the sole power to vote or direct the
vote of (and the sole power to dispose or direct the disposition
of) the shares of Common Stock to be held for their accounts.
IMPORTANT INFORMATION AND WHERE TO FIND IT
MANTLE RIDGE STRONGLY ADVISES ALL STOCKHOLDERS OF APD TO READ
THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO
SUCH PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY MANTLE
RIDGE WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. THE
DEFINITIVE PROXY STATEMENT, WHEN FILED, AND OTHER RELEVANT
DOCUMENTS, WILL ALSO BE AVAILABLE BY DIRECTING A REQUEST TO THE
PARTICIPANTS' PROXY SOLICITOR, D.F.
KING & CO., INC., 48 WALL STREET, 22ND FLOOR,
NEW YORK, NEW YORK 10005
(STOCKHOLDERS CAN CALL TOLL-FREE: (888) 628-8208.
Investor Contact
D.F. King & Co., Inc.
Edward McCarthy
Tel: 212-493-6952
Media Contacts
Jonathan
Gasthalter
Gasthalter & Co. LP
Tel: 212-257-4170
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SOURCE Mantle Ridge LP
