11 December 2015
DETAILS
Edward D. Breen, Chairman and CEO of DuPont,
and
Andrew N. Liveris, President Chairman and CEO of Dow
DuPont (NYSE:DD) and
The Dow Chemical Company (NYSE:DOW)
today announced that their boards of directors
unanimously approved a definitive agreement under which
the companies will combine in an all-stock merger of equals.
The combined company will be named
DowDuPont.
- Andrew N. Liveris will be named Executive Chairman and
Edward D. Breen will be named CEO of combined company;
Advisory Committees will be established for each business - Dow and DuPont shareholders will each own approximately
50 percent of the combined company,
on a fully diluted basis, excluding preferred shares
The parties intend to subsequently pursue
a separation of DowDuPont
into three independent, publicly traded companies
through tax-free spin-offs.
This would occur as soon as feasible, which is expected
to be 18-24 months following the closing of the merger,
subject to regulatory and board approval.
The companies will include
* a leading global pure-play Agriculture company;
* a leading global pure-play Material Science company; and
* a leading technology and innovation-driven
Specialty Products company.
Each of the businesses will have clear focus,
an appropriate capital structure,
a distinct and compelling investment thesis, scale advantages,
and focused investments in innovation
to better deliver superior solutions and choices for customers.
INTENDED SEPARATION INTO
THREE INDEPENDENT, PUBLICLY TRADED COMPANIES
It is the intention of both companies’ boards of directors that,
following the merger, DowDuPont would pursue
a tax-free separation into
three independent, publicly traded companies
with each targeting an investment grade credit rating.
Each would be a strong, focused business
with powerful innovation capabilities, enhanced global scale
and product portfolios, focused capital allocation,
and a distinct competitive position.
The three businesses that the boards intend to separate are:
- Agriculture Company:
Leading global pure-play agriculture company
that unites
DuPont’s and Dow’s seed and crop protection businesses.
The combined entity will have the most comprehensive
and diverse portfolio and a robust pipeline
with exceptional growth opportunities
in the near-, mid- and long-term.
The complementary offerings of the two companies
will provide growers across geographies
with a broad portfolio of solutions and greater choice.
Combined pro forma 2014 revenue for Agriculture
is approximately $19 billion.
- Material Science Company: A pure-play industrial leader,
consisting of
* DuPont’s Performance Materials segment, as well as
* Dow’s Performance Plastics,
Performance Materials and Chemicals,
Infrastructure Solutions, and Consumer Solutions
(excluding the Dow Electronic Materials business)
operating segments.
The combination of complementary capabilities
will create a low-cost, innovation-driven leader
that can provide customers in high-growth,
high-value industry segments in packaging,
transportation, and infrastructure solutions,
among others with
a broad and deep portfolio of cost-effective offerings.
Combined pro forma 2014 revenue for Material Science
is approximately $51 billion.
- Specialty Products Company:
A technology driven innovative leader,
focused on unique businesses
that share similar investment characteristics
and specialty market focus.
The businesses will include
* DuPont’s Nutrition & Health, Industrial Biosciences,
Safety & Protection and Electronics & Communications,
as well as
* the Dow Electronic Materials business.
Together, their complementary offerings
create a new global leader in Electronics Products,
and each business will benefit from
more targeted investment in their
productive technology development and innovation capabilities.
Combined pro forma 2014 revenue
for Specialty Products is approximately $13 billion.
VIEW FULL DUPONT DOW MERGER PRESENTATION
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