Current Report Filing (8-k)
August 04 2017 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2017
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-3433
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38-1285128
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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2030 DOW CENTER, MIDLAND, MICHIGAN 48674
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(Address of principal executive offices) (Zip Code)
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Registrants telephone number, including area code: (989)
636-1000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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On August 2, 2017, The Dow Chemical Company
(
Dow
) and E. I. du Pont de Nemours and Company (
DuPont
) received the final required regulatory approval and clearance in connection with the proposed merger of equals transaction of the two companies.
On August 4, 2017, in connection with the Agreement and Plan of Merger (the
Merger Agreement
), dated as of December 11,
2015, as amended on March 31, 2017, by and among Dow, 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
), the parties thereto entered into a definitive agreement (the
Closing Date Agreement
), pursuant to which the parties agreed that all conditions to the closing under the Merger Agreement have
been satisfied and that the closing of the merger of equals transaction between Dow and DuPont will take place on August 31, 2017.
The
foregoing description of the Closing Date Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Closing Date Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
On August 4, 2017, Dow issued a joint press release with DuPont (a copy
of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein) in connection with the Closing Date Agreement announcing that the closing of the merger of equals transaction between Dow and DuPont will take place on August
31, 2017.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description of Exhibit
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2.1
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Letter Agreement, dated as of August 4, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc., Diamond Merger Sub, Inc. and Orion Merger Sub, Inc.
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99.1
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Joint Press Release, August 4, 2017, issued by The Dow Chemical Company and E. I. du Pont de Nemours and Company.
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Cautionary Statement About 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 merger and the anticipated benefits thereof. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future
events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the companys control. Risks associated with the proposed merger are more fully discussed in the joint proxy
statement/prospectus included in the registration statement on Form S-4 declared effective by the SEC on June 9, 2016 (File No. 333-209869), as last amended, (the Registration Statement) in connection with the proposed merger. Neither
Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed merger, whether as a result of new information, future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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THE DOW CHEMICAL COMPANY
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(Registrant)
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By:
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/s/ Amy E. Wilson
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Name:
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Amy E. Wilson
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Title:
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Corporate Secretary and Associate General Counsel
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Date: August 4, 2017
THE DOW CHEMICAL COMPANY
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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2.1
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Letter Agreement, dated as of August 4, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc., Diamond Merger Sub, Inc. and Orion Merger Sub, Inc.
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99.1
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Joint Press Release, August 4, 2017, issued by The Dow Chemical Company and E. I. du Pont de Nemours and Company.
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