DOWDUPONT™ MERGER SUCCESSFULLY COMPLETED
Company Moves Forward Toward Intended Separation into Industry-Leading, Publicly Traded Companies in Agriculture, Materials Science and Specialty Products;
Separations Expected to Occur Within 18 Months
From Dow Dupont News www.Dow-DuPont.com
MIDLAND, Mich., and WILMINGTON, Del., Sept. 1, 2017- 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:
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.
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:
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.
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:
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.
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
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