Dow and DuPont complete merger

by Jeff Gelski
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DowDuPont merger
A merger of equals between Dow and DuPont has been completed.
 

MIDLAND, MICH., and WilMINGTON, DEL. — A merger of equals between The Dow Chemical Co. and E.I. du Pont de Nemours & Co. has been completed, leading to a new company called DowDuPont, effective Aug. 31. DowDuPont will operate as a holding company with three divisions: agriculture, materials science and specialty products. DowDuPont eventually will split off as the three divisions are scheduled to become separate companies within 18 months.

Dow shareholders received a fixed exchange ratio of 1.0 share of DowDuPont for each Dow share. DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share. Shares of Dow and DuPont ceased trading on the New York Stock Exchange on Aug. 31. DowDuPont on Sept. 1 began trading under the stock ticker symbol “DWDP” on the New York Stock Exchange.

The merger, first announced in December 2015, is expected to result in run-rate cost synergies of about $3 billion and the potential for about $1 billion in growth synergies. DowDuPont expects to reach 100% run-rate on the cost synergies within the first 24 months of the merger closing.

 

Once each of the three divisions has its own processes, people, assets, systems and licenses in place to operate independently from the parent company, DowDuPont intends to separate the business divisions to stand within their own legal entities, subject to board approval and any regulatory approval. Leaders and integration teams are developing operating models and organizational designs to support the strategy of each company.

The agriculture company will bring together DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences, L.L.C. It will be based in Wilmington and have global business centers in Johnston, Iowa, and Indianapolis.

The specialty products company will include DuPont’s Protection Solutions, Sustainable Solutions, Industrial Biosciences, and Nutrition & Health. DuPont Nutrition & Health will integrate FMC’s Health & Nutrition business after DuPont closes that transaction. Electronic Technologies, which combines DuPont’s Electronics & Communications business with Dow’s Electronic Materials business unit, also will be part of the specialty products company, which will be based in Wilmington.

The materials science company, which will be named Dow, will consist of the current Dow operating segments Performance Plastics, Performance Materials & Chemicals, and Infrastructure Solutions and Consumer Solutions as well as DuPont’s current Performance Materials operating segment. Dow Electronic Materials, which was part of Infrastructure Solutions and Consumer Solutions, will become part of the specialty products company.

Edward Breen, DowDuPont
Edward Breen, c.e.o. of DowDuPont 

“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 Edward D. Breen, chief executive officer of DowDuPont and formerly chairman of the board and c.e.o. of DuPont. “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.”

Andrew N. Liveris, c.e.o. of The Dow Chemical Co., is executive chairman of DowDuPont.

“We are extremely excited to complete this transformational merger and move forward to create three intended industry-leading, independent, publicly traded companies,” he said. “While our collective heritage and strength are impressive, the true value of this merger lies in the intended creation of three industry powerhouses that will define their markets and drive growth for the benefit of all stakeholders.”

The board of directors for DowDuPont comprises 16 members: eight formerly on the DuPont board and eight formerly on the Dow board. Jeffrey M. Fettig, who previously served as the lead independent director for Dow, and Alexander M. Cutler, who previously was the lead independent director for DuPont, will be the lead directors for DowDuPont. 
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