WILMINGTON, Del., March 31, 2017 /PRNewswire/ -- DuPont (NYSE:
DD) today announced that it has entered into a definitive agreement
with FMC Corporation (NYSE: FMC) to divest a portion of DuPont's
Crop Protection business, including certain research and
development capabilities, and to acquire substantially all of FMC's
Health & Nutrition business. The transaction includes
consideration to DuPont of $1.6
billion to reflect the difference in the value of the
assets, including cash of $1.2
billion and working capital of $425
million. The divestiture will satisfy DuPont's commitments
to the European Commission in connection with its conditional
regulatory clearance of the merger with Dow.
"We believe this agreement is an excellent outcome that serves
the best interests of all stakeholders, including our shareholders,
customers and employees," said Edward D.
Breen, chairman and chief executive officer of DuPont. "Our
intended independent Agriculture company will continue to benefit
from the combined, complementary strengths of DuPont and Dow, which
will include greatly expanded offerings and a robust pipeline
across seed germplasm, biotech traits, and crop protection to
provide greater choice and innovation to growers around the world.
At the same time, we are significantly enhancing our Nutrition
& Health capabilities, a key area of growth and opportunity for
the intended independent Specialty Products company.
"This agreement with FMC is a win-win. It is pro-competitive; it
advances the regulatory approval process; and it maintains the
strategic logic and value creation potential of our merger with Dow
and the three independent companies we intend to create," concluded
Breen.
The merger transaction is still expected to generate cost
synergies of approximately $3 billion and growth synergies of
$1 billion.
Divestiture of Select DuPont Crop Protection Assets
Under the terms of the agreement, FMC will acquire DuPont's
Cereal Broadleaf Herbicides and Chewing Insecticides portfolios –
including Rynaxypyr®, Cyazypyr® and Indoxacarb. In addition, FMC
will acquire the DuPont Crop Protection research and development
pipeline and organization, excluding seed treatment, nematicides,
and late-stage R&D programs, which DuPont will continue to
develop and bring to market, and excluding personnel needed to
support marketed products and R&D programs that will remain
with DuPont. The assets being divested generated revenues in 2016
of about $1.4 billion.
Following the divestiture, the Agriculture division of the
merged company will retain strong crop protection assets, including
an excellent portfolio in corn and soy broadleaf and grass control,
a robust cereal weed control portfolio, DuPont's strong position in
disease control, and Dow AgroSciences' industry leading insecticide
portfolio. With its continued strength in R&D, the combined
Agriculture division will be well positioned to accelerate growth,
leveraging strong pipelines in both seeds and chemistry to serve
growers around the world with a robust portfolio of innovative
solutions, greater choice, and competitive price for value.
Acquisition of FMC Health & Nutrition Business
As part of the transaction agreement, DuPont will acquire FMC's
Health & Nutrition business, which generated more than
$700 million in revenues in 2016 from
two main segments: texturants as food ingredients and
pharmaceutical excipients. The business is highly complementary to
DuPont's existing Nutrition & Health (N&H) business with
opportunity for growth synergies. By integrating FMC's
complementary Health & Nutrition business, DuPont will
strengthen its N&H capabilities with broader offerings and an
expanded footprint.
DuPont's N&H business is a leader in the food ingredients
industry, using renewably sourced raw materials to create a wide
range of ingredients that food manufacturers use to provide safer,
healthier, more affordable and nutritious food and beverages for
consumers. This transaction strengthens DuPont's access to
key ingredients for its systems and food texturants portfolio,
enables the business to expand into the fast-growing pharma
excipients space, and provides access to new and complementary
routes to market. As a result, DuPont N&H will be in a stronger
position to drive growth, invest in R&D, and provide more
products and solutions to customers worldwide.
The transaction with FMC is expected to close in the fourth
quarter of 2017, subject to the closing of the DuPont and Dow
merger, in addition to other customary closing conditions,
including regulatory approvals.
To accommodate the requirements of the FMC transaction, DuPont
and Dow have amended the merger agreement to extend the "Outside
Date" to August 31, 2017, and the
companies anticipate closing of the merger to occur between
August 1, 2017 and September 1, 2017, subject to satisfaction of
customary closing conditions, including receipt of regulatory
approvals. The companies still expect the intended spin-offs to
occur within 18 months after closing. In addition, Dow and DuPont
are announcing that they now expect the first spin-off of the
intended separation process will be the spin-off of the post-merger
Material Science company.
Evercore and Goldman, Sachs & Co. are serving as DuPont's
financial advisors for the transaction, with Skadden, Arps, Slate,
Meagher & Flom LLP acting as its legal advisor.
DuPont will hold a conference call and webcast on Friday, Mar. 31, 2017, at 9:00 AM ET to discuss this news release. The
webcast and additional presentation materials can be accessed by
visiting the company's investor website (Events &
Presentations) at www.investors.dupont.com. A replay of the
conference call webcast will be available for 90 days by calling 1
(630) 652-3042, Passcode 6596503#. For additional information see
the investor center at http://www.dupont.com.
About DuPont
DuPont (NYSE: DD) has been bringing world-class science and
engineering to the global marketplace in the form of innovative
products, materials, and services since 1802. The company believes
that by collaborating with customers, governments, NGOs, and
thought leaders, we can help find solutions to such global
challenges as providing enough healthy food for people everywhere,
decreasing dependence on fossil fuels, and protecting life and the
environment. For additional information about DuPont and its
commitment to inclusive innovation, please
visit www.dupont.com.
Forward-Looking Statements:
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed merger of equals transaction with The
Dow Chemical Company (the "DowDuPont Merger") and the proposed
transaction with FMC and the anticipated benefits thereof. These
and other forward-looking statements, including the failure to
consummate the DowDuPont Merger or the proposed transaction or to
make or take any filing or other action required to consummate such
transactions in a timely manner or at all, are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not
limited to, (i) the completion of the DowDuPont Merger and the
proposed transaction on anticipated terms and timing, including
obtaining regulatory approvals, anticipated tax treatment,
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and
management strategies for the management, expansion and growth of
the new combined company's or the Health and Nutrition business's
operations and other conditions to the completion of the DowDuPont
Merger and the proposed transaction, (ii) the possibility that the
DowDuPont Merger and the proposed transaction may not close,
including because the various approvals, authorizations and
declarations of non-objections from certain regulatory and
governmental authorities with respect to either the DowDuPont
Merger or the proposed transaction may not be obtained, on a timely
basis or otherwise, including that these regulatory or governmental
authorities may not approve of FMC as an acceptable purchaser of
the Ag business in connection with the proposed transaction or may
impose conditions on the granting of the various approvals,
authorizations and declarations of non-objections, including
requiring the respective Dow, DuPont and FMC businesses, including
the Health and Nutrition business (in the case of DuPont) and the
Ag business (in the case of FMC), to divest certain assets if
necessary to obtain certain regulatory approvals or otherwise
limiting the ability of the combined company to integrate parts of
the Dow and DuPont businesses and/or the DuPont and Health and
Nutrition businesses, (iii) the ability of DuPont to integrate the
Health and Nutrition business successfully and to achieve
anticipated synergies, (iv) potential litigation or regulatory
actions relating to the DowDuPont Merger or the proposed
transaction that could be instituted against DuPont or its
directors, (v) the risk that disruptions from the DowDuPont Merger
or the proposed transaction will harm DuPont's business, including
current plans and operations, (vi) the ability of DuPont to retain
and hire key personnel, (vii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the DowDuPont Merger or the proposed transaction,
(viii) uncertainty as to the long-term value of DowDuPont common
stock, (ix) continued availability of capital and financing and
rating agency actions, (x) legislative, regulatory and economic
developments, (xi) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the DowDuPont Merger or the proposed transaction that could affect
DuPont's financial performance, (xii) certain restrictions during
the pendency of the DowDuPont Merger or the proposed transaction
that may impact DuPont's ability to pursue certain business
opportunities or strategic transactions and (xiii) unpredictability
and severity of catastrophic events, including, but not limited to,
acts of terrorism or outbreak of war or hostilities, as well as
management's response to any of the aforementioned factors. These
risks, as well as other risks associated with the DowDuPont Merger
or the proposed transaction, are or will be more fully discussed in
(1) DuPont's most recently filed Form 10-K, 10-Q and 8-K reports,
(2) DuPont's subsequently filed Form 10-K and 10-Q reports and (3)
the joint proxy statement/prospectus included in the Registration
Statement filed with the SEC in connection with the DowDuPont
Merger. While the list of factors presented here is, and the list
of factors presented in the relevant Form 10-K, 10-Q and 8-K
reports and the Registration Statement are, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on DuPont's consolidated financial
condition, results of operations, credit rating or liquidity.
DuPont assumes no obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
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SOURCE DuPont