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Disclaimer
Important Information About the Transaction and Where to Find It In
connection with the proposed transaction, DowDuPont Inc. (f/k/a Diamond-Orion
HoldCo, Inc.) (“DowDuPont”) has filed with the Securities and Exchange
Commission (“SEC”) a preliminary registration statement on Form S-4 (File No.
333-209869) (as may be amended from time to time, the “Preliminary
Registration Statement”) that includes a joint proxy statement of The Dow Chemical
Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) and that
also will constitute a prospectus of DowDuPont. These materials are not final
and may be amended. Dow, DuPont and DowDuPont may also file other documents
with the SEC regarding the proposed transaction. This document is not a
substitute for the joint proxy statement/prospectus or definitive
registration statement or any other document which Dow, DuPont or DowDuPont
may file with the SEC. INVESTORS AND SECURITY HOLDERS OF DOW AND DUPONT ARE
URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE DEFINITIVE VERSIONS THEREOF AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Preliminary Registration Statement and the
definitive versions of these materials and other documents filed with the SEC
(when available) by Dow, DuPont and DowDuPont through the web site maintained
by the SEC at www.sec.gov or by contacting the investor relations department
of Dow or DuPont at the following: Dow
2030 Dow Center Midland, MI 48674 Attention: Investor Relations
1-989-636-1463 DuPont 974 Centre Road
Wilmington, DE 19805 Attention: Investor Relations: 1-302-774-4994
Participants in the Solicitation Dow, DuPont, DowDuPont and their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding Dow’s directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained in Dow’s
Form 10-K for the year ended December 31, 2015, its proxy statement filed on
April 1, 2016 and the joint proxy statement/prospectus of Dow contained in
the Preliminary Registration Statement, which are filed with the SEC.
Information regarding DuPont’s directors and executive officers, including a
description of their direct interests, by security holdings or otherwise, is
contained in DuPont’s Form 10-K for the year ended December 31, 2015, its
proxy statement filed on March 18, 2016 and the joint proxy
statement/prospectus of DuPont contained in the Preliminary Registration
Statement, which are filed with the SEC. A more complete description will be
available in the definitive registration statement on Form S-4 and the joint
proxy statement/prospectus. No Offer or Solicitation This communication is
not intended to and shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote of approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. 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 shareholder and 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 Preliminary 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
Preliminary 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. Third Party Information This website may contain or
refer to news, commentary and other information relating to Dow, DuPont or
DowDuPont generated by, or sourced from, persons or companies that are not
affiliated with Dow, DuPont or DowDuPont The author and source of any third
party information and the date of its publication are clearly and prominently
identified. Dow, DuPont and DowDuPont have neither sought nor obtained
permission to use or quote such third party information. Dow, DuPont and
DowDuPont have not assisted in the preparation of the third party
information, cannot guarantee the accuracy, timeliness, completeness or
availability of the third party information, and do not explicitly or
implicitly endorse or approve such information. I agree to the terms and
conditions.
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