WILMINGTON, Del., April 23, 2015 /PRNewswire/ -- DuPont (NYSE: DD)
today mailed a letter to shareholders emphasizing the importance of
supporting DuPont's world-class Board of Directors to protect
shareholders' investments and allow DuPont's Board and management
to continue driving value for all shareholders. The letter
highlights DuPont's momentum in the first quarter of 2015 and the
Board's and management's focus on continuing to deliver higher
growth and higher value for shareholders. The letter also addresses
Trian Fund Management's high-risk agenda to break up DuPont, burden
it with excessive debt and destroy value. The Company urges
shareholders to protect the value of their investment in DuPont by
voting "FOR" all 12 of DuPont's highly qualified, experienced
directors using the WHITE proxy card today.
The full text of the letter follows:
VOTE THE ENCLOSED
WHITE PROXY CARD TODAY FOR DUPONT'S HIGHLY QUALIFIED
DIRECTORS
|
April 23, 2015
Dear Fellow Shareholder,
On April 21st, DuPont reported
financial results for the first quarter of 2015, delivering volume
and margin improvements in the majority of our post-spin segments,
even in the midst of challenging currency and market environments.
We also announced our fourth quarterly dividend increase since
2012, reflecting confidence in the continued strength of our
ongoing business and our ability to generate stable growth while
returning capital to shareholders.
We expect performance in the remainder of the year to build on
this momentum, driven by new product sales and benefits from our
accelerated operational redesign. Going forward, we are confident
that we will continue to grow value for shareholders through our
intense focus on innovation, operational efficiency and cost
savings, active portfolio management, and disciplined return of
capital to shareholders.
While your Board and management are focused on delivering
higher growth and higher value for shareholders, Trian Fund
Management is pursuing a high-risk agenda to break up DuPont,
burden it with excessive debt and destroy value. With the
May 13th Annual Meeting of
Shareholders fast approaching, the future of your investment is in
your hands. Your vote can help prevent Trian from pursuing its
value-destructive agenda at DuPont. Please vote FOR all DuPont
directors using the WHITE proxy card today.
PLEASE VOTE THE WHITE PROXY CARD TODAY
A vote "FOR" DuPont's nominees on the WHITE proxy card is
a vote for:
- DuPont's proven track record of superior value creation:
266% total shareholder return,1 including $14 billion to shareholders in dividends and
buybacks under current management.2
- DuPont's strategic plan to deliver higher growth and higher
value: Following the spin-off of Chemours, DuPont will be
entirely focused on three strategic areas where our science and
engineering capabilities can deliver the greatest value – extending
our leadership position in Agriculture & Nutrition; building
transformational new businesses in Bio-Based Industrials; and
strengthening and growing our leading position in Advanced
Materials.
- Next generation DuPont's higher growth portfolio: Our
ongoing, post-spin business is already delivering higher, more
stable growth with 19% compound annual growth in adjusted operating
EPS.3
- DuPont's expanding margins and improved productivity:
Under current management, DuPont has grown margins by developing
innovative new products and eliminating more than $2 billion in costs. With our enterprise-wide
operational redesign, we expect to deliver additional annual
run-rate savings of $1 billion by the
end of 2015 and at least $1.3 billion
by the end of 2017, and we will continue to pursue additional
savings.
- DuPont's world-class, independent Board of Directors with
unrivaled experience: Your Board has been carefully structured
to incorporate the full range of experiences and skills required to
lead a global science and technology company of DuPont's scale. The
Board is composed of exceptional business leaders who are actively
involved in overseeing DuPont's strategy and execution.
TRIAN'S AGENDA TO BREAK UP DUPONT, BURDEN IT
WITH EXCESSIVE DEBT AND DESTROY VALUE IS NOT IN THE BEST INTERESTS
OF SHAREHOLDERS
WE URGE YOU TO DISCARD ANY GOLD PROXY CARD YOU
MAY RECEIVE FROM TRIAN
Your Board has carefully reviewed Trian's agenda and
determined that it would result in a less competitive company with
weaker prospects for value creation. Specifically, Trian's
agenda would:
- Carry extensive risks as well as an estimated upfront
monetary impact of $4 billion and
significant additional ongoing costs estimated to be
approximately $1 billion
annually;4
- Destroy DuPont's innovation platform, which is a unique
competitive advantage and central to the purpose and value
proposition of the company;
- Eliminate revenue and margin drivers, including global
reach, customer relationships, brand awareness, cross-selling
opportunities and market access; and
- Diminish our strategic flexibility and significantly
increase ongoing financial risks while ignoring the capital
necessary to fund the business and execute our strategy.
None of Trian's nominees bring additional value or the skills
needed to advance DuPont's strategy, in sharp contrast to the vital
and differentiated skills provided by DuPont's directors. In
addition:
- Trian is singularly focused on a value-destructive
agenda;
- Trian has a well-known practice of establishing a 'shadow
management' team, which would be committed to advancing Trian's
breakup agenda and derail management's ongoing execution of a
successful strategy that is building a higher growth, higher value
DuPont; and
- Trian's only recent experience in DuPont's industry was
Chemtura, which ended in bankruptcy and complete
destruction of all shareholder value.
PROTECT THE VALUE OF YOUR INVESTMENT – VOTE
THE WHITE PROXY CARD TODAY!
Your Board of Directors and management remain committed to
delivering superior value for shareholders, and we need your
support to keep DuPont growing.
Your vote is extremely important, no matter how many or how few
shares you own. Please protect the value of your investment in
DuPont by voting "FOR" all 12 of DuPont's highly qualified,
experienced directors using the WHITE proxy card today.
Thank you for your support.
Sincerely,
ELLEN KULLMAN
Chair of
the Board and Chief Executive Officer
For more information, please visit
dupontdelivers.com
YOUR VOTE IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN
|
Please use the
enclosed WHITE proxy card today to vote FOR all of
DuPont's highly qualified and experienced director
nominees.
|
REMEMBER:
THE BEST WAY TO SUPPORT YOUR BOARD IS TO VOTE USING ONLY THE
WHITE PROXY CARD.
|
Please simply discard
any "gold" proxy card that you may receive from Trian. Returning a
"gold" proxy card – even if you "withhold" on Trian's nominees –
will revoke any vote you had previously submitted on DuPont's
WHITE proxy card. Only your latest-dated proxy card
counts.
|
If you have questions
about how to vote your shares, or need additional assistance,
please contact the firm assisting us in soliciting
proxies:
|
INNISFREE M&A
INCORPORATED
|
(877) 750-9501
(toll-free from the US and Canada)
|
(412) 232-3651
(from other locations)
|
|
(1)
Thomson Reuters Datastream, (12/31/2008 – 12/31/2014). Total
shareholder return is calculated as the appreciation or
depreciation of a particular share, plus any dividends, over a
given period, expressed as a percentage of the share's value at the
beginning of the period. Closing prices are adjusted for spin-offs,
stock splits, rights and special dividends.
|
(2)
Represents cumulative share repurchases and dividends paid.
Calculated from 12/31/08 – 12/31/14.
|
(3)
Adjusted operating EPS compound annual growth rate is calculated
from 12/31/08 – 12/31/14 and is defined as diluted earnings per
share from continuing operations excluding non-operating
pension/OPEB costs, significant items, Performance Chemicals and
Pharma. As required under U.S. GAAP, EPS from continuing operations
excludes Performance Coatings for all periods presented.
Reconciliations of non-GAAP measures to GAAP are included
below.
|
(4)
Analysis based on assumptions and details outlined in Trian White
Papers dated 9/16/2014 and 2/17/2015; indicative estimates are
subject to interest rate assumptions, among other items.
|
Letters to DuPont shareholders and other materials regarding the
Board's recommendation for the 2015 Annual Meeting of Shareholders
can be found at www.dupontdelivers.com.
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.
USE OF NON-GAAP MEASURES:
This letter to shareholders
contains certain non-GAAP measurements that management believes are
meaningful to investors because they provide insight with respect
to operating results of the company and additional metrics for use
in comparison to competitors. These measures should not be viewed
as an alternative to GAAP measures of performance. Furthermore,
these measures may not be consistent with similar measures provided
by other companies. This data should be read in conjunction with
previously published company reports on Forms 10-K, 10-Q, and 8-K.
These reports, along with reconciliations of non-GAAP measures to
GAAP are available on the Investor Center of www.dupont.com under
Key Financials & Filings. Reconciliations of non-GAAP measures
to GAAP are provided below.
|
|
|
|
|
|
|
RECONCILIATION OF
NON-GAAP MEASURES (UNAUDITED)
|
RECONCILIATION OF
ADJUSTED OPERATING EPS
|
|
2014
|
|
|
2008
|
|
|
|
|
|
|
GAAP EPS from
continuing operations
|
|
3.90
|
|
|
2.28
|
Add: Significant
Items
|
|
0.01
|
|
|
0.42
|
Add: Non-Operating
Pension & OPEB Costs/(Credits)
|
|
0.10
|
|
|
(0.28)
|
Operating EPS
(Non-GAAP)
|
|
4.01
|
|
|
2.42
|
|
|
|
|
|
|
Less: Performance
Chemicals (a),(b)
|
|
0.82
|
|
|
0.59
|
Less: Pharma
(c)
|
|
0.02
|
|
|
0.73
|
Adjusted Operating
EPS (excluding Performance Chemicals, Pharma)
(Non-GAAP)
|
|
3.17
|
|
|
1.10
|
|
|
|
|
|
|
(a) Prior periods
reflect the reclassifications of Viton® fluoroelastomers from Performance
Materials to Performance Chemicals.
|
(b) Performance
Chemicals operating earnings assumes a base income tax rate from
continuing operations of 19.2% and 20.4% for 2014 and 2008,
respectively.
|
(c) Pharma
operating earnings assumes a 35% tax rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
FORWARD LOOKING STATEMENTS
This document contains
forward-looking statements which may be identified by their use of
words like "plans," "expects," "will," "believes," "intends,"
"estimates," "anticipates" or other words of similar meaning. All
statements that address expectations or projections about the
future, including statements about the company's strategy for
growth, product development, regulatory approval, market position,
anticipated benefits of recent acquisitions, timing of anticipated
benefits from restructuring actions, outcome of contingencies, such
as litigation and environmental matters, expenditures and financial
results, are forward looking statements. 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 the company's actual
results to differ materially from those projected in any such
forward-looking statements are: fluctuations in energy and raw
material prices; failure to develop and market new products and
optimally manage product life cycles; ability to respond to market
acceptance, rules, regulations and policies affecting products
based on biotechnology; significant litigation and environmental
matters; failure to appropriately manage process safety and product
stewardship issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions, such as
inflation, interest and currency exchange rates; business or supply
disruptions; security threats, such as acts of sabotage, terrorism
or war, weather events and natural disasters; ability to protect
and enforce the company's intellectual property rights; successful
integration of acquired businesses and separation of
underperforming or non-strategic assets or businesses and
successful completion of the proposed spinoff of the Performance
Chemicals segment including ability to fully realize the expected
benefits of the proposed spinoff. The company undertakes no duty to
update any forward-looking statements as a result of future
developments or new information.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
DuPont has
filed a definitive proxy statement with the U.S. Securities and
Exchange Commission (the "SEC") with respect to the 2015 Annual
Meeting. DUPONT STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND
SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
DuPont, its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies
from DuPont stockholders in connection with the matters to be
considered at DuPont's 2015 Annual Meeting. Information about
DuPont's directors and executive officers is available in DuPont's
definitive proxy statement, filed with the SEC on March 23, 2015, for its 2015 Annual Meeting. To
the extent holdings of DuPont's securities by such directors or
executive officers have changed since the amounts printed in the
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive proxy statement and, to
the extent applicable, will be updated in other materials to be
filed with the SEC in connection with DuPont's 2015 Annual Meeting.
Stockholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by DuPont with the SEC free of charge at the SEC's
website at www.sec.gov. Copies also will be available free of
charge at DuPont's website at www.dupont.com or by contacting
DuPont Investor Relations at (302) 774-4994.
4/23/15
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dupont-sends-letter-to-shareholders-highlighting-companys-first-quarter-momentum-300070974.html
SOURCE DuPont