MIDLAND, Mich. and WILMINGTON, Del., June
28, 2017 /PRNewswire/ -- The Dow Chemical Company
(NYSE: DOW) and DuPont (NYSE: DD) today jointly provided an update
on the status of the anticipated merger of the two companies.
The Boards of Directors of both companies reiterate their
support of the merger agreement. In addition, as announced, both
Boards support a comprehensive portfolio review for DowDuPont,
which is intended to assess current business facts and leverage the
knowledge gained over the past year and a half to capture any
material value-enhancing opportunities in preparation for the
intended creation of three industry-leading companies.
The Boards have jointly commenced the review and have engaged
McKinsey & Co. to assist the companies in this assessment. The
lead independent directors of each company are working together to
oversee the process. The DowDuPont Board is expected to review the
results soon after the merger closes.
"The management teams and directors of both companies are in
regular dialogue with our shareholders, and we have undertaken
significant preparation work in advance of the close," said
Jeff Fettig, Lead Director of Dow.
"As a collective board we are committed to delivering maximum,
long-term shareholder value by ensuring that each of the intended
companies will have clear focus, an appropriate capital structure,
a distinct and compelling investment thesis, scale advantages, and
focused investments in innovation to better deliver superior
solutions and choices for customers."
"Dow and DuPont leadership are committed to maximizing the
tremendous value creation potential of the merger and anticipated
spins," said Alexander (Sandy)
Cutler, Lead Director of DuPont. "Our review will provide an
in-depth look at the portfolio mix and alignment across divisions
to ensure we capitalize on all value-enhancing opportunities. The
output of the review will be an immediate focus for the DowDuPont
Board following merger close. If the results of our review
demonstrate there is net greater long-term value creation to be
realized through a change in the portfolio, it will be
pursued."
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