|
|
|
Item 2.01.
|
|
Completion of Acquisition or Disposition of Assets
|
Effective August 31, 2017, The Dow Chemical Company (the
Company
) and E. I. du Pont de
Nemours and Company (
DuPont
) completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger dated as of December 11, 2015, as amended on March 31, 2017, (the
Merger Agreement
), by and among the Company, DuPont, DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.) (
DowDuPont
), Diamond Merger Sub, Inc. (
Diamond Merger Sub
) and Orion Merger Sub, Inc.
(
Orion Merger Sub
). Pursuant to the Merger Agreement, (i) Diamond Merger Sub was merged with and into the Company, with the Company surviving the merger as a subsidiary of DowDuPont (the
Diamond Merger
) and
(ii) Orion Merger Sub was merged with and into DuPont, with DuPont surviving the merger as a subsidiary of DowDuPont (the
Orion Merger
and together with the Diamond Merger, the
Mergers
). Following the
consummation of the Mergers, each of DuPont and the Company became subsidiaries of DowDuPont.
Upon completion of the Diamond Merger, each
share of common stock, par value $2.50 per share, of the Company (the
Dow Common Stock
) (excluding any shares of Dow Common Stock that were held in treasury immediately prior to the effective time of the Diamond Merger, which were
automatically canceled and retired for no consideration) was converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01 per share, of DowDuPont (the
DowDuPont Common Stock
). Upon
completion of the Orion Merger, (i) each share of common stock, par value $0.30 per share, of DuPont (the
DuPont Common Stock
) (excluding any shares of DuPont Common Stock that were held in treasury immediately prior to the
effective time of the Orion Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any
fractional shares of DowDuPont Common Stock, and (ii) each share of DuPont Preferred Stock$4.50 Series and DuPont Preferred Stock$3.50 Series (collectively, the
DuPont Preferred Stock
) issued and outstanding
immediately prior to the effective time of the Mergers remains issued and outstanding and was unaffected by the Mergers.
As provided in
the Merger Agreement, at the effective time of the Mergers, (i) all options, deferred stock, performance deferred stock and other equity awards relating to shares of Dow Common Stock outstanding immediately prior to the effective time of the
Mergers were generally automatically converted into options, deferred stock, performance deferred stock and other equity awards, respectively, relating to shares of DowDuPont Common Stock after giving effect to appropriate adjustments to reflect the
Mergers and otherwise generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the effective time of the Mergers, and (ii) all options relating to shares of DuPont Common Stock
that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into options relating to shares of DowDuPont Common Stock and all restricted stock units and performance based restricted stock units
relating to shares of DuPont Common Stock that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into restricted stock units relating to shares of DowDuPont Common Stock, in each case,
after giving effect to appropriate adjustments to reflect the Mergers and otherwise generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the effective time of the Mergers.
The issuance of shares of DowDuPont Common Stock in connection with the Mergers, as described above, was registered under the Securities Act
of 1933, as amended, pursuant to a registration statement on Form S4 (File No. 333-209869), filed by DowDuPont with the Securities and Exchange Commission (the
SEC
) and declared effective on June 9, 2016.
The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as Exhibits 2.1 and 2.2 hereto and is incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Company, DuPont or DowDuPont,
and should not be relied upon as disclosure about the Company, DuPont or DowDuPont without consideration of any periodic and current reports and statements that the Company, DuPont and DowDuPont may file with the SEC. The terms of the Merger
Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Merger Agreement. In particular, the representations and warranties made by the parties to each
other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings,
disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at
any other time and you should not rely on them as statements of fact.