LEHIGH VALLEY, Pa.,
Feb. 14, 2017 /PRNewswire/
-- Air Products (NYSE: APD) today sent a letter to The Board
of Directors of Yingde Gases Group Company Limited ("Yingde")
responding to recent public disclosures made by Yingde. The full
letter, which was filed with the U.S. Securities and Exchange
Commission, is included below:
February
14, 2017
The Board
Yingde Gases Group Company Limited
Room 3212-13, 32/F.
Tower 2, Times Square, Causeway Bay
Hong Kong
Dear Sirs,
We refer to the circular of Yingde
Gases Group Company Limited (the "Company") dated February 9, 2017 containing, among other things,
information about the extraordinary general meeting of the Company
on March 8, 2017 (the "Circular"),
your announcement dated February 13,
2017 (the "Announcement") and your press release dated
February 14, 2017 (the "Press
Release" and, together with the Circular and the Announcement, the
"Public Disclosures") and our prior letters dated December 29, 2016, January
3, 2017, January 8, 2017 and
January 16, 2017 regarding our
proposal to acquire the Company (the "Proposed Transaction").
We were surprised by the
statements that the Company and Mr. Zhao made in the Public
Disclosures regarding the progress of our due diligence process,
the provision of diligence materials and the meetings between
us. We believe that the statements, including those falsely
attributed to Air Products, which we were not provided with an
opportunity to review prior to their release, do not accurately
characterize the nature of what has transpired and are confusing to
your shareholders.
In particular, your Press Release
states that the we and our advisors are "working closely and
actively on diligence" and that Air Products "acknowledged the
support from Yingde Gases's current management in respect of the
due diligence, and was pleased to be in close touch with current
management in respect of the potential offer". Your Announcement
also references "additional due diligence materials to be made
available to Air Products". Not only have we not received any
due diligence materials to date, but the Company has placed
obstacles in the path of our beginning the diligence process,
including a substantial delay in establishing an Independent Board
Committee to evaluate our proposal and in retaining an independent
financial advisor for the committee. In fact, as of the date of
this letter, the Independent Board Committee is yet to engage an
independent financial advisor or to contact us.
Your Press Release also
inaccurately refers to Air Products' support to current management.
Air Products in fact has not taken a position regarding your
internal dispute with the minority directors as we have remained
focused on pursuing an acquisition of the Company.
Moreover, the Company is now
conditioning our access to any diligence information on our signing
an unreasonable standstill deed that prevents us from making a
further proposal and commenting either on Air Products' and others
bidders' acquisition proposals, or on what future direction the
Company should take. We believe your demands regarding a standstill
are unreasonable and illogical when our proposal and that of a
second bidder are already public and when the Company, its
directors and shareholders, other bidders, and other investors are
all free to make public statements on the foregoing. A
standstill of this scope, which we note did not include any
corresponding obligations on the Company to cooperate with a
diligence process in any way, would unfairly burden us as compared
to other parties and reduce the ability of the Company's own
shareholders to consider fully the facts relating to, and the
merits of, our offer. That being said, in the interest of
advancing the diligence process, within an hour of receiving a
draft standstill deed, our legal counsel sent Slaughter & May a
proposed revised version that we believe is reasonable in light of
the current circumstances. To us, this does not seem like we
have achieved the "consensus about how to cooperate" that you
mention in the Press Release.
It has now been over six weeks
since we submitted our non-binding letter of interest to acquire
the Company. We firmly believe the Proposed Transaction represents
a compelling opportunity for the Company, its shareholders, its
customers and its employees. We very much want to proceed in a
friendly and constructive manner and ask that you permit us to
conduct diligence as soon as possible, consistent with the public
statements you made in the Public Disclosures.
However, we are concerned that the
Company's slow pace of engagement and the hurdles that have been
imposed by the Company, including the standstill, together with
the statements in the Public Disclosures, may reflect the fact that
the majority directors of the Company's Board have no genuine
desire to engage in a constructive process with us and do not
intend to grant us appropriate and timely diligence, but are simply
trying to use inaccurate statements to gain a favorable position
with shareholders in the proxy contest at the Company's upcoming
extraordinary general meeting.
Given our concern about the
statements that have been made and in order to correct the public
record, we will be publicly releasing this letter.
Your actions, if intended to
frustrate consideration of our proposal, are not in the best
interest of your shareholders. We hope you will take steps
immediately to engage with us in a real way.
Yours sincerely,
Seifi
Ghasemi
Chairman, President and Chief Executive Officer
Air Products and Chemicals, Inc.
Air Products does not intend to comment further at this
time.
About Air Products
Air Products (NYSE:APD) is a
world-leading Industrial Gases company in operation for over 75
years. The Company's core industrial gases business provides
atmospheric and process gases and related equipment to
manufacturing markets, including refining and petrochemical,
metals, electronics, and food and beverage. Air Products is also
the world's leading supplier of liquefied natural gas process
technology and equipment.
The Company had fiscal 2016 sales of $7.5
billion from continuing operations in 50 countries and has a
current market capitalization of approximately $30 billion. Approximately 16,000 employees are
making Air Products the world's safest and best performing
industrial gases company, providing sustainable offerings and
excellent service to all customers. For more information, visit
www.airproducts.com.
NOTE: This release may contain 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 reasonable expectations and assumptions as of
the date of this release regarding important risk factors. Actual
performance and financial results may differ materially from
projections and estimates expressed in the forward-looking
statements because of many factors not anticipated by management,
including risk factors described in the Company's Form 10K for its
fiscal year ended September 30,
2016.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/air-products-sends-letter-to-yingde-gases-board-in-response-to-recent-public-disclosures-by-yingde-300406995.html
SOURCE Air Products