09.05.17
The Dow Chemical and DuPont merger is complete. Now, DowDuPont is working on separating into three businesses, agriculture, materials science and specialty products. The separation is expected to occur in 18 months. Shares of DuPont and Dow ceased trading at the close of the New York Stock Exchange on Aug. 31, 2017. Today, DowDuPont began 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. 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, according to DowDuPont. The company expects to reach 100% run rate on the cost synergies within the first 24 months of merger closing.
"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."
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 and Ruth G. Shaw, former group executive, public policy and president, Duke Nuclea. From DuPont comes, 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. and 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.
As previously announced, DowDuPont will be led by Liveris and Breen along with 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
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 three companies are:
• An 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 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 specialty products company that will consist of 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, according to DowDuPont. The intended Specialty Products Company will be headquartered in Wilmington, Delaware.
"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."
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 and Ruth G. Shaw, former group executive, public policy and president, Duke Nuclea. From DuPont comes, 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. and 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.
As previously announced, DowDuPont will be led by Liveris and Breen along with 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
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 three companies are:
• An 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 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 specialty products company that will consist of 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, according to DowDuPont. The intended Specialty Products Company will be headquartered in Wilmington, Delaware.
