WILMINGTON, Del. and
MIDLAND, Mich., May 2, 2017 /PRNewswire/ -- DuPont (NYSE: DD) and
The Dow Chemical Company (NYSE: DOW) announced that China's Ministry of Commerce (MOFCOM) has
granted conditional regulatory approval of their proposed merger of
equals.
MOFCOM's approval is conditional on DuPont and Dow fulfilling
commitments given to MOFCOM in connection with the clearance. This
approval continues the progress that the companies have made to
secure regulatory clearances around the world for their
procompetitive merger, which will drive innovation and
competition.
Specifically, and consistent with commitments already made to
obtain the European Commission's regulatory approval for the
proposed merger of equals, Dow and DuPont will divest certain parts
of DuPont's crop protection portfolio and research and development
pipeline and organization and Dow's global Ethylene Acrylic Acid
copolymers and ionomers business.
In addition, Dow and DuPont have made commitments related to the
supply and distribution in China
of certain herbicide and insecticide ingredients and formulations
for rice crops for five years after the closing of the proposed
merger of equals.
China is a critical market for
both Dow and DuPont and will be for the three intended independent
companies that will be created following the merger. The intended
three-way separation is expected to unlock significant value for
all stakeholders as each company will be a growth-oriented leader
in attractive segments where global challenges are generating
strong demand for their distinctive offerings.
Dow and DuPont continue to work constructively with regulators
in the remaining relevant jurisdictions to obtain clearance for the
merger, which they are confident will be achieved. On March 27, the European Commission conditionally
approved the merger. The companies reaffirm their expectation for
closing of the merger to occur between August 1, 2017 and September 1, 2017, with the intended spin-offs to
occur within 18 months of closing. The companies expect that the
first step of the intended separation process will be the spin-off
of the Materials Science Company, assuming such sequencing would
allow for the completion of all intended spin-offs within 18 months
of merger closing and would not adversely impact the value of the
intended spin-offs.
Additional information is available at
www.dowdupontunlockingvalue.com.
ABOUT DOW
Dow (NYSE: DOW) combines the power of
science and technology to passionately innovate what is essential
to human progress. The Company is driving innovations that extract
value from material, polymer, chemical and biological science to
help address many of the world's most challenging problems, such as
the need for fresh food, safer and more sustainable transportation,
clean water, energy efficiency, more durable infrastructure, and
increasing agricultural productivity. Dow's integrated,
market-driven portfolio delivers a broad range of technology-based
products and solutions to customers in 175 countries and in
high-growth sectors such as packaging, infrastructure,
transportation, consumer care, electronics, and agriculture. In
2016, Dow had annual sales of $48
billion and employed approximately 56,000 people worldwide.
The Company's more than 7,000 product families are manufactured at
189 sites in 34 countries across the globe. References to "Dow" or
the "Company" mean The Dow Chemical Company and its consolidated
subsidiaries unless otherwise expressly noted. More information
about Dow can be found at www.dow.com.
ABOUT DUPONT
DuPont (NYSE: DD) has been bringing
world-class science and engineering to the global marketplace in
the form of innovative products, materials, and services since
1802. The company believes that by collaborating with customers,
governments, NGOs, and thought leaders, we can help find solutions
to such global challenges as providing enough healthy food for
people everywhere, decreasing dependence on fossil fuels, and
protecting life and the environment. For additional information
about DuPont and its commitment to inclusive innovation, please
visit www.dupont.com.
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 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 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
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.
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SOURCE DuPont