3-way spinoff of DowDuPont begins this month; shareholders urged to consult financial advisors


The board of DowDuPontset the table for a spinoff later ofthe former Dow, with the remaining transactions coming later in the year.

The DowDuPont board of directors last week declared a pro-rata dividend of all of the outstanding shares of common stock of Dow Inc., the parent company of DowDuPont’s Material Science Division.

The dividend is expected to be payable on April 1 distribution date, to DowDuPont stockholders of record at the close of business on March 21, 2019.

On the distribution date, each DowDuPont stockholder will receive one share of Dow common stock for every three shares of DowDuPont common stock they held on the record date. Registered DowDuPont stockholders will receive cash in lieu of any fractional shares of Dow common stock.

“Today’s announcement marks a major milestone toward successfully separating Dow on April 1, to be followed by the expected separation of Corteva Agriscience from the new DuPont on June 1,” said Ed Breen, CEO of DowDuPont. “We believe that each of the intended three independent companies is set to be an industry leader with the right management and capital structure to better serve customers, compete in their end markets and focus on their innovation priorities.”

Dow will be based in Midland, MI, with DuPont and Corteva headquartered in Delaware. Breen will remain with DuPont.

Corteva, the combined Dow and DuPont agricultural business was viewed as the driving force behind the merger-spinoff. With the exception of a few businesses that moved over to what will become DuPont, the old Dow remained intact, with the same true for DuPont.

After the separation, Dow, DuPont and Corteva will all be independent, publicly traded companies.

Dow’s board of directors declared a dividend for the second quarter of 2019, to be paid on June 14, 2019, of $525 million in the aggregate on pro-rata basis to Dow stockholders of record as of the close of business on May 31, 2019.

It is anticipated that “when-issued” trading in Dow common stock on the New York Stock Exchange will begin on or about March 20, 2019 under the symbol “DOW WI.”

Beginning on March 20, 2019 and continuing through April 1, 2019, it is anticipated that there will be two markets in DowDuPont common stock on the New York Stock Exchange – a “regular-way” market under the symbol “DWDP,” in which DowDuPont shares will trade with the right to receive shares of Dow common stock in the distribution, and an “ex-distribution market” under the symbol “DWDP WI” in which DowDuPont shares will trade without the right to receive shares of Dow common stock in the distribution.

Those selling shares in the “regular-way” market beforethe last trading day prior to the distribution, will be selling the right to receive Dow common stock in the distribution.

Dow will make an Information Statement containing information about Dow and the distribution available to shareholders of DowDuPont Inc. common stock. Form 10 includes information regarding the separation of Dow, the distribution and Dow’s business, and can be found on DowDuPont’s website athttp://www.dow-dupont.com/investors/default.aspx.

No action is required by DowDuPont stockholders to receive shares of Dow common stock in the distribution.

DowDuPont stockholders are encouraged to consult with their financial and tax advisors regarding the distribution, including implications of buying or selling DowDuPont common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences.

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