WILMINGTON, Del. and
MIDLAND, Mich., May 11, 2017 /PRNewswire/ -- DuPont
(NYSE:DD) and The Dow Chemical Company (NYSE:DOW) today announced
the members of the Board of Directors for the proposed merger of
equals transaction of the two companies.
As determined by the merger agreement, the DowDuPont Board will
consist of 16 directors – eight current Dow directors and eight
current DuPont directors, as follows:
- From Dow:
-
- Andrew N. Liveris, Chairman and CEO, The Dow Chemical
Company
- Jeff M. Fettig, Chairman and CEO, Whirlpool
Corporation*
- James A. Bell, Former Chief Financial Officer,
Boeing
- Raymond J. Milchovich, Former Chairman and CEO,
Foster Wheeler
- Paul Polman, CEO, Unilever
- Dennis H. Reilley, Non-Executive Chairman,
Marathon Oil Corp.
- James M. Ringler, Chairman, Teradata
Corporation
- Ruth G. Shaw, Former Group Executive, Public
Policy and President, Duke Nuclear
- From DuPont:
-
- Edward D. Breen, Chair and CEO, DuPont
- Alexander (Sandy) M. Cutler, Former Chairman & Chief
Executive Officer of Eaton*
- Lamberto Andreotti, Former Chair of the Board and CEO of
Bristol-Myers Squibb
- Robert A. Brown, President of Boston University
- James L. Gallogly, Former Chairman of the Management
Board and CEO of LyondellBasell Industries N.V.
- Marillyn A. Hewson, Chairman, President, and Chief
Executive Officer of Lockheed Martin Corporation
- Lois D. Juliber, Former Vice Chairman and Chief
Operating Officer of Colgate-Palmolive Company
- Lee M. Thomas, Former Chairman and Chief Executive
Officer of Rayonier
*Co-Lead
Director of DowDuPont
The appointments will be effective upon completion of the
proposed merger transaction. While both companies work toward
closing, the DuPont and Dow boards continue to advance the
governance structure for DowDuPont. Identified priorities of
the DowDuPont Board include fulfilling governance and compliance
requirements, and undertaking, as soon as practicable, a
comprehensive review of the portfolios and their alignment, the
total synergies and the time to spin each of the divisions. These
priorities have been established in anticipation of the intended
separation of DowDuPont into independent, publicly-traded companies
through tax-efficient spin-offs.
"Today's announcement is another significant milestone in our
progress to complete this value-creating transaction," said
Andrew N. Liveris, chairman and
chief executive officer of Dow. "Each of these executives brings
decades of experience to the Board of DowDuPont, and we look
forward to working with this world-class Board to help capture the
committed synergies and drive the intended spins as swiftly as
possible."
"The DowDuPont board of directors will be composed of highly
accomplished leaders who are intently focused on the creation of
long-term value for shareholders," said Ed
Breen, chairman and chief executive officer of DuPont.
"Together we will deliver on the significant promise of the
DowDuPont combination and the subsequent intended creation of
world-leading companies – enabling innovation, growth and
reinvestment that will benefit all stakeholders."
As previously disclosed, the companies will include a leading
global pure-play Agriculture company; a leading global pure-play
Materials Science company; and a leading technology and
innovation-driven Specialty Products company. The DowDuPont Board
is committed to ensuring that each of the 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.
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.
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