DowDuPont board formally okays Corteva ag business spinoff

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DowDuPont announced that its boardhas approved the previously announced separation of DowDuPont’s Agriculture Division, which will become Corteva Agriscienceon June 1.

The DowDuPont Board of Directors declared a pro rata dividend of all of the outstanding shares of common stock of Corteva, Inc.

Last month, the Material Science business of DowDuPont was spun off under the Dow name.

The dividend is expected to be paid on June 1to DowDuPont stockholders of record as of the close of business on May 24,the record date. Effective as of the distribution date, each DowDuPont stockholder will receive one share ofCortevacommon 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 ofCortevacommon stock.

The company also announced that the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10 filed by Corteva. Form 10 includes information regarding the business, strategy, and priorities for Corteva. Form 10 can be found on DowDuPont’s website athttp://www.dow-dupont.com/investors/default.aspx.

“Today’s announcement marks a major milestone toward successfully separating Corteva on June 1,” said Ed Breen, CEO of DowDuPont. “We believe Corteva is set to be a leading pure-play agriculture company with a balanced portfolio and robust innovation pipeline that will drive long-term value for shareholders.”

The New York Stock Exchange authorized Corteva’s common stock for listing and has advised that “when-issued” trading will begin on May 24 under the symbol “CTVA-WI.” Following the spin-off, on June 3. Corteva common stock will begin “regular way” trading on the NYSE under the symbol “CTVA.”

As previously announced, the company is seeking stockholder approval at a special meeting on May 2for a reverse stock split of its common stock at a ratio of not less than 2-for-5 and not greater than 1-for-3 (the “Reverse Stock Split”), with the specific ratio to be determined by the Board of Directors.

DowDuPont announced that if DowDuPont’s stockholders approve the reverse stock split, the Board of Directors currently intends to select a reverse stock split ratio of one (1) new share of DowDuPont common stock for three shares of current DowDuPont common stock and to implement the reverse stock split effective immediately following the Corteva distribution.

In connection with the Reverse Stock Split, it is expected that stockholders will receive cash in lieu of any fractional shares ofDowDuPontcommon stock.

Beginning on May 24 and continuing through May 31. it is expected that there will be two markets in DowDuPont common stock on the NYSE: a “regular-way” market under the symbol “DWDP,” in which DowDuPont shares will trade with the right to receive shares ofCortevacommon stock in the spin-off, and an “ex-distribution market” under the symbol “DD-WI,” in which DowDuPont shares will trade without the right to receive shares of Corteva common stock in the spin-off.

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

DowDuPont stockholders are encouraged to consult with their financial and tax advisors regarding the specific implications of the Corteva Distribution, including the specific 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, as applicable, of the Corteva distribution.

DowDuPont previously announced that it intends to change its registered name from “DowDuPont Inc.” to “DuPont de Nemours, Inc.” doing business as “DuPont,” on June 1.

The company’s common stock is expected to trade on the NYSE under the ticker symbol “DD” beginning on June 3, 2019.

The Corteva distribution is subject to the satisfaction or waiver of certain customary conditions, which DowDuPont expects will be satisfied by the distribution date.

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