WILMINGTON, Del.
and MIDLAND, Mich.,
June 15, 2017 /PRNewswire/ -- DuPont
(NYSE: DD) and The Dow Chemical Company (NYSE: DOW) announced today
that they have reached a proposed agreement with the Antitrust
Division of the United States Department of Justice (DOJ) that will
permit the companies to proceed with their proposed merger of
equals.
"We are very pleased that the DOJ has approved this
transaction," said Andrew Liveris,
Dow's chairman and chief executive officer. "With today's DOJ
clearance, we have taken a significant step forward in bringing
together these two iconic enterprises, and in the subsequent
intended separation into three leading, independent
innovation-based science companies that will generate significant
benefits for all stakeholders."
Ed Breen, chair and chief
executive officer of DuPont, said, "With this review completed, we
are on track to close our procompetitive merger in a manner that
maintains the strategic logic and value creation potential of the
transaction. Going forward, the intended subsequent spin-offs are
expected to unlock significant value for shareholders, as we
execute our plan for each company to be a growth-oriented leader in
attractive segments where global challenges are generating strong
demand for their distinctive offerings."
In connection with the proposed agreement and consistent
with commitments already made to obtain the European Commission's
regulatory approval, DuPont will divest certain parts of its crop
protection portfolio and Dow will divest its global Ethylene
Acrylic Acid copolymers and ionomers business. The proposed
agreement with the DOJ, which remains subject to court approval,
does not require the companies to make any additional divestitures.
With this agreement, no further approvals are required in the U.S.
for the merger to close.
The companies reiterated that the merger transaction is
expected to generate cost synergies of approximately $3 billion and growth synergies of approximately
$1 billion.
To date, Dow and DuPont have obtained clearance in many
jurisdictions, including approvals in the U.S., Europe, Brazil and China. The companies are working
constructively with regulators in the remaining jurisdictions to
obtain clearance for the merger and are making progress in
fulfilling the requirements of the conditional approvals that have
already been received.
The companies reaffirmed their expectation to close the
merger in August 2017, with the
intended spin-offs to occur within 18 months of closing.
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