MIDLAND, Mich., and
WILMINGTON, Del., Sept. 1, 2017 /PRNewswire/ -- DowDuPont™
(NYSE: DWDP) today announced the successful completion of the
merger of equals between The Dow Chemical Company ("Dow") and E.I.
du Pont de Nemours & Company ("DuPont"), effective Aug. 31, 2017. The combined entity is operating
as a holding company under the name "DowDuPont™" with three
divisions – Agriculture, Materials Science and Specialty
Products.
Shares of DuPont and Dow ceased trading at the close of the New
York Stock Exchange (NYSE) on Aug. 31,
2017. Beginning today, DowDuPont will start trading on the
New York Stock Exchange under the stock ticker symbol "DWDP."
Pursuant to the merger agreement, Dow shareholders received a fixed
exchange ratio of 1.00 share of DowDuPont for each Dow share, and
DuPont shareholders received a fixed exchange ratio of 1.282 shares
of DowDuPont for each DuPont share.
"Today marks a significant milestone in the storied histories of
our two companies," said Andrew
Liveris, executive chairman of DowDuPont. "We are extremely
excited to complete this transformational merger and move forward
to create three intended industry-leading, independent, publicly
traded companies. While our collective heritage and strength are
impressive, the true value of this merger lies in the intended
creation of three industry powerhouses that will define their
markets and drive growth for the benefit of all stakeholders. Our
teams have been working for more than a year on integration
planning, and -- as of today -- we will hit the ground running on
executing those plans with an intention to complete the separations
as quickly as possible."
"For shareholders, customers and employees, closing this
transaction is a definitive step toward unlocking higher value and
greater opportunities through a future built on sustainable growth
and innovation," said Ed Breen,
chief executive officer of DowDuPont. "DowDuPont is a launching pad
for three intended strong companies that will be better positioned
to reinvest in science and innovation, solve our customers'
ever-evolving challenges, and generate long-term returns for our
shareholders. With the merger now complete, our focus is on
finalizing the organizational structures that will be the
foundations of these three intended strong companies and capturing
the synergies to unlock value. With clear focus, market visibility
and more productive R&D, each intended company will be equipped
to compete successfully as an industry leader."
Board and Governance
The Board of Directors of DowDuPont comprises 16 members – eight
directors formerly on the DuPont Board and eight directors formerly
on the Dow Board. There are two lead directors: Jeffrey Fettig, who previously served as the
lead independent director for Dow; and Alexander Cutler, who previously served as
the lead independent director for DuPont. Liveris serves as
the executive chairman of the Board and Breen also serves on
the Board. Other Board members include:
- From Dow:
-
- James A. Bell, Former
Chief Financial Officer, Boeing
- Raymond J. Milchovich,
Former Chairman and CEO, Foster Wheeler AG
- Paul Polman, CEO,
Unilever PLC and Unilever N.V.
- Dennis H. Reilley,
Non-Executive Chairman, Marathon Oil Corp.
- James M. Ringler,
Chairman, Teradata Corporation
- Ruth G. Shaw, Former
Group Executive, Public Policy and President, Duke Nuclear
- From DuPont:
-
- Lamberto Andreotti, Former Chair
of the Board and CEO of Bristol-Myers Squibb Company
- Robert A. Brown, President of
Boston University
- Marillyn A. Hewson, Chairman,
President, and Chief Executive Officer of Lockheed Martin
Corporation
- Lois D. Juliber, Former Vice
Chairman and Chief Operating Officer of Colgate-Palmolive
Company
- Lee M. Thomas, Former Chairman
and Chief Executive Officer of Rayonier Inc.
- Patrick J. Ward, Chief
Financial Officer of Cummins, Inc.
Three Advisory Committees have been established by the DowDuPont
Board, chartered to generally oversee the establishment of each of
the Agriculture, Materials Science (Dow) and Specialty Products
divisions in preparation for the separations. Additionally, each
Advisory Committee will develop a capital structure in accordance
with the guiding principles set forth in the Bylaws, and designate
the future chief executive officer and leadership team of its
respective intended company.
DowDuPont Officers
As previously announced, DowDuPont will be led by a proven
leadership team that reflects the strengths and capabilities of
both companies. Along with Liveris and Breen, it includes the
following executives:
- Howard Ungerleider, Chief
Financial Officer
- Stacy Fox, General Counsel and
Corporate Secretary
- Charles J. Kalil, Special
Counsellor to the Executive Chairman, General Counsel for the
Materials Science Division
- James C. Collins, Jr., Chief
Operating Officer for the Agriculture Division
- Jim Fitterling, Chief Operating
Officer for the Materials Science Division
- Marc Doyle, Chief Operating
Officer for the Specialty Products Division
Unlocking Value for All Stakeholders
By merging the highly complementary portfolios of Dow and DuPont
and subsequently creating intended industry leaders, DowDuPont
expects to maximize value for all its stakeholders.
- Shareholders are expected to benefit from the stronger, focused
investment profile of each intended company and substantial cost
synergies, as well as from long-term growth and sustainable value
creation following the intended separations into three independent
companies. The transaction is expected to result in run-rate cost
synergies of approximately $3 billion
and the potential for approximately $1
billion in growth synergies. The company expects to reach
100 percent run rate on the cost synergies within the first 24
months of merger closing.
- Customers will benefit from superior solutions and expanded
product offerings. By combining the complementary strengths of Dow
and DuPont, each intended company will be able to respond faster
and more effectively to rapidly changing conditions with innovative
products and greater choice.
- Employees will benefit from being part of these intended highly
focused and competitive industry-leaders, built for sustainable,
long-term growth – which will create opportunities for our
businesses and opportunities for our people.
Paths to Separation
Dow and DuPont leaders and integration teams are developing the
future state operating models and organizational designs that will
support the refined strategy of each intended company. Once each
division has its own processes, people, assets, systems and
licenses in place to operate independently from the parent company,
DowDuPont intends to separate the divisions to stand within their
own legal entities, subject to Board approval and any regulatory
approvals. The intended separations are expected to occur within 18
months.
The intended companies are expected to include:
- A leading Agriculture Company that brings together the
strengths of DuPont Pioneer, DuPont Crop Protection and Dow
AgroSciences to better serve growers around the world with a
superior portfolio of solutions, greater choice and competitive
price for value. The combined capabilities and highly productive
innovation engine will enable the intended Agriculture Company to
bring a broader suite of products to the market faster, so it can
be an even better partner to growers, delivering innovation and
helping them to increase their productivity and profitability. The
intended Agriculture Company will be headquartered in Wilmington, Delaware, with global business
centers in Johnston, Iowa, and
Indianapolis, Indiana.
- A leading Materials Science Company, to be named Dow
that will consist of the businesses comprising the following
current Dow operating segments: Performance Plastics, Performance
Materials & Chemicals, Infrastructure Solutions and Consumer
Solutions (Consumer Care and Dow Automotive Systems; Dow Electronic
Materials is intended to go to the Specialty Products Company), as
well as DuPont's current Performance Materials operating segment.
The intended Materials Science Company will offer the strongest and
broadest chemistry and polymers toolkit in the industry, with the
scale and competitive capabilities to enable truly differentiated
solutions for customers in high-growth end markets, including
packaging, transportation, infrastructure and consumer care. The
intended Materials Science Company will be headquartered in
Midland, Michigan.
- A leading Specialty Products Company that will consist
of powerful, market-leading businesses including DuPont Protection
Solutions, Sustainable Solutions, Industrial Biosciences and
Nutrition & Health, which will integrate the Health and
Nutrition business from FMC pending the close of that transaction;
as well as Electronic Technologies, which combines DuPont's
Electronics & Communications business with Dow's Electronic
Materials business unit. The intended Specialty Products Company
will be an innovation leader composed of technology-driven
specialty businesses with highly differentiated products and
solutions that transform industries and everyday life. The intended
Specialty Products Company will be headquartered in Wilmington, Delaware.
As announced, the DowDuPont Board is conducting a comprehensive
portfolio review to assess current business facts and leverage the
knowledge gained over the past year and a half to capture any
material value-enhancing opportunities in preparation for the
intended creation of industry-leading companies.
Klein and Company, Lazard and Morgan Stanley & Co. LLC
served as Dow's financial advisors for the transaction, with Weil,
Gotshal & Manges LLP acting as its legal advisor.
Evercore and Goldman, Sachs & Co. served as DuPont's
financial advisors for the transaction, with Skadden, Arps, Slate,
Meagher & Flom LLP acting as its legal advisor.
About DowDuPont
DowDuPont (NYSE: DWDP) is a holding
company comprised of The Dow Chemical Company and DuPont with the
intent to form strong, independent, publicly traded companies in
agriculture, materials science and specialty products sectors that
will lead their respective industries through productive,
science-based innovation to meet the needs of customers and help
solve global challenges. For more information, please visit us at
www.dow-dupont.com.
Cautionary Statement About 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.
On Dec. 11, 2015, The Dow Chemical
Company ("Dow") and E. I. du Pont de Nemours and Company ("DuPont")
announced entry into an Agreement and Plan of Merger, as amended on
March 31, 2017, (the "Merger
Agreement") under which the companies would combine in an all-stock
merger of equals transaction (the "Merger Transaction"). Effective
Aug. 31, 2017, the Merger Transaction
was completed and each of Dow and DuPont became subsidiaries of
DowDuPont Inc. ("DowDuPont"). For more information, please see each
of DowDuPont's, Dow's and DuPont's latest annual, quarterly and
current reports on Forms 10-K, 10-Q and 8-K, as the case may be,
and the joint proxy statement/prospectus included in the
registration statement on Form S-4 filed by DowDuPont with the SEC
on March 1, 2016 (File No.
333-209869), as last amended on June 7,
2016, and declared effective by the SEC on June 9, 2016 (the "Registration Statement") in
connection with the Merger Transaction.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, including the intended
separation of DowDuPont's agriculture, materials science and
specialty products businesses in one or more tax efficient
transactions on anticipated terms (the "Intended Business
Separations"). Forward-looking statements are not guarantees of
future performance and are based on certain assumptions and
expectations of future events which may not be realized.
Forward-looking statements also involve risks and uncertainties,
many of which are beyond the company's control. Some of the
important factors that could cause DowDuPont's, Dow's or DuPont's
actual results to differ materially from those projected in any
such forward-looking statements include, but are not limited to:
(i) successful integration of the respective agriculture, materials
science and specialty products businesses of Dow and DuPont,
including anticipated tax treatment, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, productivity
actions, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the combined operations;
(ii) impact of the divestitures required as a condition to
consummation of the Merger Transaction as well as other conditional
commitments; (iii) achievement of the anticipated synergies by
DowDuPont's agriculture, materials science and specialty products
businesses; (iv) risks associated with the Intended Business
Separations, including those that may result from the comprehensive
portfolio review undertaken by the DowDuPont board, changes and
timing, including a number of conditions which could delay, prevent
or otherwise adversely affect the proposed transactions, including
possible issues or delays in obtaining required regulatory
approvals or clearances related to the Intended Business
Separations, disruptions in the financial markets or other
potential barriers; (v) the risk that disruptions from the Intended
Business Separations will harm DowDuPont's business (either
directly or as conducted by and through Dow or DuPont), including
current plans and operations; (vi) the ability to retain and hire
key personnel; (vii) potential adverse reactions or changes to
business relationships resulting from the completion of the merger
or the Intended Business Separations; (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 Intended
Business Separations that could affect the company's financial
performance and (xii) 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 merger and the Intended Business
Separations, are more fully discussed in (1) the Registration
Statement and (2) the current, periodic and annual reports filed
with the SEC by DowDuPont and to the extent incorporated by
reference into the Registration Statement, by Dow and DuPont. While
the list of factors presented here is, and the list of factors
presented in 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 DowDuPont's, Dow's or DuPont's
consolidated financial condition, results of operations, credit
rating or liquidity. None of DowDuPont, Dow or DuPont assumes any
obligation to publicly provide revisions or updates to any
forward-looking statements regarding the proposed transaction and
intended business separations, 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