DowDuPont confirms details on merger, spin-offs

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DowDuPont announced more details on a spin off into three companies, following the merger at the end of business on Thursday.

The combined entity is operating as a holding company under the name “DowDuPont with three divisions – Agriculture, Materials Science and Specialty Products. The Dow and DuPont websites remain in place.

Shares of DuPont and Dow ceased trading at the close of the New York Stock Exchange on Thursday.

DuPont is believed to employ about 5,000 in Delaware. The job total from spin-offs is likely to change with further restructuring as well as the addition of the Dow electronic materials business, once known as Rodel, to a company based in the Wilmington area.

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Beginning today, DowDuPont will start trading on the New York Stock Exchange under the stock ticker symbol “DWDP.” Dow shareholders received a fixed exchange ratio of 1 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.

“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, CEO 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 is made up of 16 members – eight directors formerly on the DuPont board and eight directors formerly on the Dow board.

Board announced

There are two lead directors:Jeffrey Fettig, who previously served as the lead independent director for Dow; andAlexander Cutler, who previously served as the lead independent director for DuPont.Liverisserves as the executive chairman of the Board andBreenalso 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
    • Ruth G. Shaw,Former Group Executive, Public Policy and President, Duke Nuclear
  • From DuPont:
    • 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.
    • 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.

DowDuPont Officers

Along with Liveris and Breen, DowDuPont includes 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

Dow and DuPont leaders and integration teams are developing the future state operating models and organizational designs that will support the refined strategy of each intended company.

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

The intended companies are expected to include:

  • An agriculture company that brings together DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences. The planned Agriculture Company will be headquartered in Wilmington, with global business centers in Johnston, Iowa, and Indianapolis, Indiana. No name has been selected. At one point, it had been stated that DuPont would be part of the name.
  • 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 planned Materials Science Company will be headquartered in Midland, MI.
  • A specialty products company that will consist of businesses including 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. The intended Specialty Products Company will be headquartered in Wilmington.

The DowDuPont Board, according to a release is “conducting a comprehensive portfolio review to assess current business facts and leverage the knowledge gained over the past year and a half to capture any material value-enhancing opportunities in preparation for the intended creation of industry-leading companies.” An activist shareholder at Dow has called for further spin-offs

Klein and Company, Lazard and Morgan Stanley & Co. LLC served as Dow’s financial advisors for the transaction, with Weil, Gotshal & Manges LLP acting as its legal advisor. Evercore and Goldman, Sachs & Co. served as DuPont’s financial advisors for the transaction, with Skadden, Arps, Slate, Meagher & Flom LLP acting as its legal advisor.

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