WILMINGTON, Del., May 7, 2019 /PRNewswire/ -- DowDuPont (NYSE:
DWDP) today announced that its Board of Directors has approved the
previously announced separation of DowDuPont's Agriculture
Division, which will become Corteva
Agriscience™ on June
1, 2019. To effect the separation, the DowDuPont Board of
Directors declared a pro rata dividend of all of the outstanding
shares of common stock of Corteva, Inc. ("Corteva"). The dividend
is expected to be paid on June 1,
2019 to DowDuPont stockholders of record as of the close of
business on May 24, 2019, the record
date. Effective as of the distribution date, each DowDuPont
stockholder will receive one (1) share of Corteva common stock for
every three (3) shares of DowDuPont common stock they held on the
record date. Registered DowDuPont stockholders will receive cash in
lieu of any fractional shares of Corteva common stock (the "Corteva
Distribution").
Today, the company also announced that the U.S. Securities and
Exchange Commission has declared effective the Registration
Statement on Form 10 filed by Corteva. The Form 10 includes
information regarding the business, strategy and priorities for
Corteva. The Form 10 can be found on DowDuPont's website at
http://www.dow-dupont.com/investors/default.aspx.
"Today's announcement marks a major milestone toward
successfully separating Corteva on June
1," said Ed Breen, chief
executive officer of DowDuPont. "We believe Corteva is set to be a
leading pure-play agriculture company with a balanced portfolio and
robust innovation pipeline that will drive long-term value for
shareholders."
The New York Stock Exchange (the "NYSE") has authorized
Corteva's common stock for listing and has advised that
"when-issued" trading will begin on May 24,
2019 under the symbol "CTVA-WI." Following the spin-off, on
June 3, 2019, Corteva common stock
will begin "regular way" trading on the NYSE under the symbol
"CTVA."
DowDuPont also provided additional information regarding its
intended reverse stock split. As previously announced, the company
is seeking stockholder approval at a special meeting on
May 23, 2019 for a reverse stock
split of its common stock at a ratio of not less than 2-for-5 and
not greater than 1-for-3 (the "Reverse Stock Split"), with the
specific ratio to be determined by the Board of Directors.
DowDuPont announced today that if DowDuPont's stockholders approve
the reverse stock split, the Board of Directors currently intends
to select a reverse stock split ratio of one (1) new share of
DowDuPont common stock for three (3) shares of current DowDuPont
common stock and to implement the reverse stock split effective
immediately following the Corteva Distribution. In connection with
the Reverse Stock Split, it is expected that stockholders will
receive cash in lieu of any fractional shares of DowDuPont common
stock.
Beginning on May 24 and continuing
through May 31, 2019, it is expected
that there will be two markets in DowDuPont common stock on the
NYSE: a "regular-way" market under the symbol "DWDP," in which
DowDuPont shares will trade with the right to receive shares of
Corteva common stock in the spin-off, and an "ex-distribution
market" under the symbol "DD-WI," in which DowDuPont shares will
trade without the right to receive shares of Corteva common stock
in the spin-off. If you sell your DowDuPont shares in the
"regular-way" market on or prior to the distribution date, you will
be selling your right to receive Corteva common stock in the
Corteva Distribution. If you buy DowDuPont shares in the
"regular-way" market on or after the record date but on or prior to
the distribution date, you are buying the right to receive Corteva
common stock in the Corteva Distribution.
The price of shares of DowDuPont common stock traded in the
"ex-distribution market" is expected to represent the right to a
share of DowDuPont common stock following the Corteva Distribution,
giving effect to the reduction of the number of outstanding shares
of DowDuPont common stock as a result of the Reverse Stock Split
(if approved by stockholders and implemented by the Board of
Directors, which DowDuPont expects to be able to definitively
announce on May 23, 2019). Investors
are encouraged to consult with their financial advisors regarding
the specific implication of buying or selling DowDuPont common
stock on or before the distribution date.
No action is required by DowDuPont stockholders to receive
shares of Corteva common stock in the Corteva Distribution.
DowDuPont stockholders are encouraged to consult with their
financial and tax advisors regarding the specific implications of
the Corteva Distribution, including the specific implications of
buying or selling DowDuPont common stock on or before the
distribution date and the U.S. federal, state and local or foreign
tax consequences, as applicable, of the Corteva Distribution.
DowDuPont previously announced that it intends to change its
registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc."
doing business as "DuPont," on June 1,
2019. The company's common stock is expected to trade on the
NYSE under the ticker symbol "DD" beginning on June 3, 2019.
The Corteva Distribution is subject to the satisfaction or
waiver of certain customary conditions, which DowDuPont expects
will be satisfied by the distribution date.
About DowDuPont
DowDuPont (NYSE: DWDP) is a holding
company comprised of the future Corteva Agriscience™ and DuPont,
which are expected to separate on June 1,
2019, creating two strong, independent, publicly traded
companies in the agriculture and specialty products sectors,
respectively. Each will lead their industry through productive,
science-based innovation to meet the needs of customers and help
solve global challenges. DowDuPont completed the separation of the
Materials Science business through the spin-off of Dow Inc. (NYSE:
Dow) on April 1, 2019. For more
information, please visit us at www.dow-dupont.com.
About Corteva Agriscience™, Agriculture Division of
DowDuPont
Corteva Agriscience™, Agriculture
Division of DowDuPont (NYSE: DWDP), is intended to become an
independent, publicly traded company when the previously announced
spinoff is complete by June
2019. The division combines the strengths of DuPont Pioneer,
DuPont Crop Protection and Dow AgroSciences.
Corteva Agriscience provides growers around the world with the
most complete portfolio in the industry — including some of the
most recognized brands in agriculture: Pioneer®,
Granular®, the newly launched
Brevant™ seeds, as well as award-winning Crop
Protection products — while bringing new products to market through
our solid pipeline of active chemistry and technologies. More
information can be found at www.corteva.com.
Cautionary Statement Regarding 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," and
similar expressions and variations or negatives of these
words.
Forward-looking statements by their nature address matters
that are, to varying degrees, uncertain, including statements about
the Corteva Distribution. Forward-looking statements, including
those related to DowDuPont's ability to complete, or to make any
filing or take any other action required to be taken to complete,
the Corteva Distribution, 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. Forward-looking statements also
involve risks and uncertainties, many of which that are beyond
DowDuPont's control. Some of the important factors that could cause
DowDuPont's actual results to differ materially from those
projected in any such forward-looking statements include, but are
not limited to: (i) ability and costs to achieve all the expected
benefits from the Corteva Distribution and the April 1, 2019 distribution by DowDuPont of all of
the shares of common stock of Dow Inc. on a pro rata basis to the
holders of DowDuPont common stock (the "Dow Distribution"); (ii)
restrictions under intellectual property cross license agreements
entered into or to be entered into in connection with the Corteva
Distribution and the Dow Distribution; (iii) ability to receive
third-party consents required under the Separation Agreement
entered into in connection with the Corteva Distribution and the
Dow Distribution; (iv) non-compete restrictions under the
Separation Agreement entered into in connection with the Corteva
Distribution and the Dow Distribution; (v) the incurrence of
significant costs in connection with the Corteva Distribution and
the Dow Distribution , including increased costs from supply,
service and other arrangements that, prior to the Dow Distribution,
were between entities under the common control of DowDuPont; (vi)
risks outside the control of DowDuPont which could impact the
decision of the DowDuPont Board of Directors to proceed with the
Corteva Distribution, including, among others, global economic
conditions, instability in credit markets, declining consumer and
business confidence, fluctuating commodity prices and interest
rates, volatile foreign currency exchange rates, tax
considerations, other challenges that could affect the global
economy, specific market conditions in one or more of the
industries of the businesses proposed to be separated, and changes
in the regulatory or legal environment and the requirement to
redeem $12.7 billion of DowDuPont
notes if the Corteva Distribution is abandoned or delayed beyond
May 1, 2020; (vii) potential
liability arising from fraudulent conveyance and similar laws in
connection with the Corteva Distribution and/or the Dow
Distribution; (viii) disruptions or business uncertainty, including
from the Corteva Distribution, could adversely impact DowDuPont's
business or financial performance and its ability to retain
and hire key personnel; (ix) uncertainty as to the long-term value
of DowDuPont common stock; (x) potential inability to access the
capital markets; and (xi) risks to DowDuPont's business, operations
and results of operations from: the availability of and
fluctuations in the cost of feedstocks and energy; balance of
supply and demand and the impact of balance on prices; failure to
develop and market new products and optimally manage product life
cycles; ability, cost and impact on business operations, including
the supply chain, of responding to changes in market acceptance,
rules, regulations and policies and failure to respond to such
changes; outcome of significant litigation, environmental matters
and other commitments and contingencies; failure to appropriately
manage process safety and product stewardship issues; global
economic and capital market conditions, including the continued
availability of capital and financing, as well as inflation,
interest and currency exchange rates; changes in political
conditions, including trade disputes and retaliatory actions;
business or supply disruptions; security threats, such as acts of
sabotage, terrorism or war, natural disasters and weather events
and patterns which could result in a significant operational event
for DowDuPont, adversely impact demand or production; ability to
discover, develop and protect new technologies and to protect and
enforce DowDuPont's intellectual property rights; failure to
effectively manage acquisitions, divestitures, alliances, joint
ventures and other portfolio changes; 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 are and will be more fully discussed in DowDuPont's current,
quarterly and annual reports and other filings made with the U.S.
Securities and Exchange Commission, in each case, as may be amended
from time to time in future filings with the SEC. While the list of
factors presented here is 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
DowDuPont's or Corteva's consolidated financial condition, results
of operations, credit rating or liquidity. You should not place
undue reliance on forward-looking statements, which speak only as
of the date they are made. DowDuPont assumes no 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. A
detailed discussion of some of the significant risks and
uncertainties which may cause results and events to differ
materially from such forward-looking statements is included in the
section titled "Risk Factors" (Part I, Item 1A) of DowDuPont's 2018
Annual Report on Form 10-K as modified by DowDuPont's 2019
quarterly reports on Form 10-Q and current reports on Form
8-K.
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SOURCE DowDuPont