Mantle Ridge Issues Shareholder Letter: Restoring Integrity is Necessary for Air Products and Chemicals, Inc. to Recover and Return to Prosperity

Rhea-AI Summary

Mantle Ridge LP, owning approximately $1.3 billion of Air Products and Chemicals (NYSE: APD) shares, has issued a critical shareholder letter highlighting concerns about the company's leadership and performance. The letter addresses alleged omissions and misleading statements from Air Products' management regarding performance, strategy, and key projects.

The investment firm is pushing for board refreshment, proposing four director nominees: Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley. Mantle Ridge urges shareholders to vote 'FOR' their nominees on the BLUE proxy card and 'WITHHOLD' votes from current company nominees Charles Cogut, Lisa A. Davis, Seifollah Ghasemi, and Edward L. Monser.

The letter specifically questions CEO Seifi Ghasemi's leadership, noting integrity issues at a previous company he led, where corporate fraud was discovered during his tenure.

Positive

• Large institutional backing with $1.3 billion stake showing significant investor interest
• Proposed board refreshment could lead to improved corporate governance

Negative

• Allegations of misleading statements and omissions by current management
• Leadership integrity concerns regarding CEO's past corporate governance
• Indication of potential performance issues requiring activist intervention

Insights

Corporate Governance Expert

<p>This proxy battle represents a <b>critical inflection point</b> for Air Products' corporate governance. Mantle Ridge's <money>$1.3 billion</money> stake and aggressive push for board refreshment signals deep institutional concern about leadership integrity and transparency. The allegations regarding CEO Ghasemi's track record and questions about corporate disclosure practices strike at core governance principles.</p><p>The proxy contest's timing is particularly significant given Air Products' recent operational challenges and market position. Historical precedents suggest that activist-driven board refreshment can catalyze meaningful governance reforms and strategic redirections, though the process often creates near-term volatility. The nomination of industry veterans like Dennis Reilley (former Praxair CEO) could bring valuable operational oversight.</p><p>For retail investors, this battle exemplifies how large institutional shareholders can drive accountability. The outcome will likely influence APD's governance structure, strategic direction and shareholder value creation potential for years to come.</p>

Activist Investment Analyst

<p>The scale and sophistication of Mantle Ridge's campaign warrants serious attention. Their <money>$1.3 billion</money> position represents significant skin in the game and their targeting of <b>four board seats</b> indicates a comprehensive reform agenda rather than mere tactical activism.</p><p>The allegations about misleading statements and integrity issues create material governance risk. Markets typically react strongly to credible accusations of corporate disclosure problems, especially when raised by sophisticated investors with substantial holdings. The reference to previous corporate fraud at another Ghasemi-led company adds another layer of complexity to the investment thesis.</p><p>This proxy battle could trigger significant near-term stock price volatility as institutional investors evaluate competing narratives and potential outcomes. The ultimate winner will shape APD's strategic trajectory, capital allocation and operational focus - all key drivers of long-term shareholder returns.</p>

Details Some of the Company's Omissions, Obfuscations, and Misleading Statements Concerning Air Products' Performance, Strategy, and Key Projects

Shareholder-Led Board Refreshment is the Necessary First Step Toward Recovering from Damage Done Over Mr. Seifi Ghasemi's Last Five Years as Chairman and CEO

Air Products is Not the First Company Led by Mr. Ghasemi to Have Integrity Issues

 Electing Mantle's Ridge's Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – Will Help Reset Air Products' Leadership Culture and Launch a New Chapter of Prosperity

Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified Director Nominees and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi and Edward L. Monser

View the Letter and Related Materials at www.RefreshingAirProducts.com

NEW YORK, Jan. 6, 2025 /PRNewswire/ -- Mantle Ridge LP, which, together with its affiliates (collectively, "Mantle Ridge"), beneficially owns approximately $1.3 billion of the outstanding common shares of Air Products and Chemicals, Inc. (NYSE: APD) ("Air Products" or the "Company"), today sent a letter to the Company's shareholders detailing significant omissions, obfuscations, and misleading claims from Air Products' incumbent leadership regarding its own performance, strategy, and key projects. The letter also highlights that a company Mr. Ghasemi previously led also had major integrity issues, as evidenced by findings of large-scale corporate fraud on his watch.

Mantle Ridge encourages all shareholders to review the attached letter, which is also accessible alongside related materials at www.RefreshingAirProducts.com.

To Restore Air Products' Performance and Create the Long-Term Value that Shareholders Deserve, Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified Director Nominees and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi and Edward L. Monser

Additional information regarding Mantle Ridge's highly qualified nominees and other materials related to its proxy campaign may be found at www.RefreshingAirProducts.com.

About Mantle Ridge

Founded in 2016, Mantle Ridge LP is an engaged, long-term owner-steward that works closely and constructively with company boards to create durable long-term value for all stakeholders. None of Mantle Ridge's affiliated entities is a hedge fund or other investment vehicle with a structurally short-term incentive.  Mantle Ridge engages with the expectation of maintaining an ownership position over the very long-term. Mantle Ridge has raised separate, single-investment, five-year special purpose vehicles to support its previous engagements with companies including CSX Corporation, Aramark, and Dollar Tree. For more information, visit  https://www.mantleridge.com/.

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 and its affiliates (collectively, "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, nor has Mantle Ridge paid for any such statements or information. 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 LP and the other Participants (as defined below) have filed a definitive proxy statement (the "Definitive Proxy Statement") and accompanying BLUE universal proxy card or voting instruction form with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual meeting of stockholders of the Company (the "2025 Annual Meeting"). Shortly after filing the Definitive Proxy Statement with the SEC, Mantle Ridge LP furnished the Definitive Proxy Statement and accompanying BLUE universal proxy card or voting instruction form to some or all of the stockholders entitled to vote at the 2025 Annual Meeting.

The participants in the proxy solicitation are Mantle Ridge LP, Eagle Fund A1 Ltd, 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").

IMPORTANT INFORMATION AND WHERE TO FIND IT

MANTLE RIDGE LP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ITS DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS FILED BY MANTLE RIDGE LP 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 AND OTHER RELEVANT DOCUMENTS ARE ALSO AVAILABLE ON THE SEC'S WEBSITE, FREE OF CHARGE, OR 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.

Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in the Definitive Proxy Statement.

Investor Contact
D.F. King & Co., Inc.
Edward McCarthy
Tel: (212) 493-6952

Media Contacts
Jonathan Gasthalter / Nathaniel Garnick
Gasthalter & Co.
Tel: (212) 257-4170
Email: RefreshingAPD@gasthalter.com

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SOURCE Mantle Ridge LP

FAQ

How much of Air Products (APD) stock does Mantle Ridge own?

Mantle Ridge owns approximately $1.3 billion worth of Air Products (APD) outstanding common shares.

Who are Mantle Ridge's proposed director nominees for APD's board?

Mantle Ridge's four director nominees are Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley.

What are the main concerns raised by Mantle Ridge about Air Products (APD)?

Mantle Ridge raised concerns about omissions, obfuscations, and misleading statements regarding APD's performance, strategy, and key projects, as well as leadership integrity issues.

Which current APD board members does Mantle Ridge recommend voting against?

Mantle Ridge recommends shareholders withhold votes from Charles Cogut, Lisa A. Davis, Seifollah Ghasemi, and Edward L. Monser.