WILMINGTON, Del. and
MIDLAND, Mich., March 27, 2017 /PRNewswire/ -- DuPont (NYSE:
DD) and The Dow Chemical Company (NYSE: DOW) announced that the
European Commission (EC) has granted conditional regulatory
clearance in Europe of the
companies' proposed merger of equals.
This regulatory milestone is a significant step toward closing
the merger transaction, with the intention to subsequently spin
into three independent publicly traded companies. The transaction
is expected to create significant cost synergies of approximately
$3 billion with the potential for
$1 billion in growth synergies.
Longer term, the intended three-way split is expected to unlock
even greater value for shareholders and customers and more
opportunity for employees as each company will be a leader in
attractive segments where global challenges are driving demand for
their distinctive offerings.
The EC's approval is conditional on DuPont and Dow fulfilling
commitments given to the EC in connection with the clearance. The
companies believe the outcome of the EC review is pro-competitive
and maintains the strategic logic and value creation potential of
the transaction.
Specifically, DuPont will divest its Cereal Broadleaf Herbicides
and Chewing Insecticides portfolios. DuPont will also divest
its 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. DuPont
is currently in negotiations to divest the crop protection
assets.
Additionally, on February 2, 2017,
Dow announced an agreement with SK Global Chemical Co., LTD. to
divest its global Ethylene Acrylic Acid (EAA) copolymers and
ionomers business. These divestitures are conditioned on Dow and
DuPont closing their merger transaction, in addition to other
closing conditions, including regulatory filings, local employment
law and governance.
Following the divestiture of a portion of DuPont's crop
protection business, 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. The Agriculture division will be well positioned to
accelerate growth, leveraging strong pipelines in both seeds and
chemistry to better serve growers around the world with a superior
portfolio of innovative solutions, greater choice, and competitive
price for value.
The companies continue to work constructively with regulators in
the remaining relevant jurisdictions to obtain clearance for the
merger, which they are confident will be achieved.
Additional information is available at
www.dowdupontunlockingvalue.com.
ABOUT DOW
Dow (NYSE: DOW) combines the power of science and technology to
passionately innovate what is essential to human progress. The
Company is driving innovations that extract value from material,
polymer, chemical and biological science to help address many of
the world's most challenging problems, such as the need for fresh
food, safer and more sustainable transportation, clean water,
energy efficiency, more durable infrastructure, and increasing
agricultural productivity. Dow's integrated, market-driven
portfolio delivers a broad range of technology-based products and
solutions to customers in 175 countries and in high-growth sectors
such as packaging, infrastructure, transportation, consumer care,
electronics, and agriculture. In 2016, Dow had annual sales of
$48 billion and employed
approximately 56,000 people worldwide. The Company's more than
7,000 product families are manufactured at 189 sites in 34
countries across the globe. References to "Dow" or the "Company"
mean The Dow Chemical Company and its consolidated subsidiaries
unless otherwise expressly noted. More information about Dow can be
found at www.dow.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.
Cautionary Notes on 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 transaction and the anticipated
benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such
transaction on a timely matter 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 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
operations and other conditions to the completion of the merger,
(ii) the ability of Dow and DuPont to integrate the business
successfully and to achieve anticipated synergies, risks and costs
and pursuit and/or implementation of the potential separations,
including anticipated timing, any changes to the configuration of
businesses included in the potential separation if implemented,
(iii) the intended separation of the agriculture, material science
and specialty products businesses of the combined company
post-mergers in one or more tax efficient transactions on
anticipated terms 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, disruptions
in the financial markets or other potential barriers, (iv)
potential litigation relating to the proposed transaction that
could be instituted against Dow, DuPont or their respective
directors, (v) the risk that disruptions from the proposed
transaction will harm Dow's or DuPont's business, including current
plans and operations, (vi) the ability of Dow or DuPont to retain
and hire key personnel, (vii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the merger, (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 merger that could affect Dow's and/or
DuPont's financial performance, (xii) certain restrictions during
the pendency of the merger that may impact Dow's or 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 proposed merger,
are more fully discussed in the joint proxy statement/prospectus
included in the Registration Statement filed with the SEC in
connection with the proposed merger. 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
Dow's or DuPont's consolidated financial condition, results of
operations, credit rating or liquidity. Neither Dow nor DuPont
assumes any 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dow-and-dupont-receive-conditional-approval-from-european-commission-for-proposed-merger-of-equals-300429543.html
SOURCE DuPont