- Seadrift site's power and
steam needs match capabilities of X-energy's Xe-100 small modular
reactor
- Dow and X-energy to prepare and submit Construction Permit
applications to the U.S. Nuclear Regulatory Commission
- Project expected to be complete by the end of the
decade
MIDLAND, Mich. and ROCKVILLE, Md., May 11, 2023
/PRNewswire/ -- Dow (NYSE: DOW), the world's leading materials
science company, and X-Energy Reactor Company, LLC ("X-energy"), a
leading developer of advanced nuclear reactors and fuel technology
for clean energy generation, announced today that Dow has selected
its UCC1 Seadrift Operations manufacturing site
("Seadrift or the "site") in
Texas for its proposed advanced
small modular reactor ("SMR") nuclear project. The project is
focused on providing the Seadrift
site with safe, reliable, zero carbon emissions power and steam as
existing energy and steam assets near their end-of-life.
Dow and X-energy previously announced their entry into a joint
development agreement ("JDA") to install an advanced SMR
nuclear plant at an industrial site in North America. The U.S. Department of Energy
("DOE") named Dow a sub-awardee under X-energy's Advanced Reactor
Demonstration Program ("ARDP") Cooperative Agreement. The JDA
provides for up to $50 million in
engineering work, up to half of which is eligible to be funded
through ARDP, and the other half by Dow.
The project is expected to reduce the Seadrift site's emissions by approximately
440,000 MT CO2e/year. Dow and X-energy will now prepare and submit
a Construction Permit application to the U.S. Nuclear Regulatory
Commission ("NRC"), an important milestone to bringing the project
to fruition. Construction on the four-reactor project is expected
to begin in 2026 and to be completed by the end of this decade.
Dow's Seadrift site covers
4,700 acres and manufactures more than 4 million pounds of
materials per year used across a wide variety of applications
including food packaging and preservation, footwear, wire and cable
insulation, solar cell membranes, and packaging for medical and
pharmaceutical products.
X-energy was selected by the DOE in 2020 to develop, license,
build, and demonstrate an operational advanced reactor and fuel
fabrication facility by the end of the decade. Since that award,
X-energy has completed the engineering and basic design of the
nuclear reactor, has begun development and licensing of a fuel
fabrication facility in Oak Ridge,
Tennessee, and is now working with Dow to prepare
applications to the NRC for Construction Permits at the
Seadrift site.
Attributable quotes:
Jim
Fitterling, Dow chairman and CEO
- "Advanced nuclear has attractive advantages over other sources
of clean power, including a compact footprint, competitive cost,
and enhanced power and steam reliability. The Seadrift site plays an important role in
further advancing Dow's sustainability goals, as evidenced by our
increasing growth and investment at the site. We are excited to
have the support of our local community, the DOE, and State of Texas as we progress on this
important project."
- "Our advanced nuclear project is another example of Dow leading
the way and showing industry the path toward a lower carbon future.
Alongside Dow's key decarbonize and grow projects in Alberta and Terneuzen, as well as our
circularity projects around the globe, we are positioned to drive
growth by delivering sustainable products."
Clay Sell, X-energy
CEO
- "X-energy will deliver our innovative technology to the Texas
Gulf Coast to efficiently and reliably decarbonize the Seadrift
Site's heat and power assets. We will showcase the unique
versatility and wide range of applications of the Xe-100 advanced
small modular nuclear reactor for energy production and
manufacturing. This project will serve as a model for how we can
decarbonize processes to create the products relied upon by people
all over the world."
Governor Greg Abbott,
The State of Texas
- "Texas is the energy capital
of the world, and Dow and X-energy's decision to choose
Texas as the location for their
new SMR nuclear plant is a testament to our state's exceptional
business climate and history of innovation in this critical
industry," said Governor Greg
Abbott. "This SMR project further cements Texas' position as a global energy leader and
will bring good-paying jobs and more economic opportunity to
hardworking Texans in the Coastal Bend. I look forward to working
with Dow and X-energy as we continue to unleash the full potential
of our state's mighty energy industry."
Judge Richard Meyer,
Calhoun County Judge
- "We are excited that Dow has chosen its Seadrift site for this innovative technology
and investment. Calhoun County
welcomes this economic development and we appreciate Dow and
X-energy's willingness to engage the community regarding the
benefits and safety of the project."
Available pictures for download:
XE-100 reactor
TRISO-X nuclear fuel
Plant rendering
Dow
Dow (NYSE: DOW) combines global breadth; asset integration and
scale; focused innovation and materials science expertise; leading
business positions; and environmental, social and governance
leadership to achieve profitable growth and help deliver a
sustainable future. The Company's ambition is to become the most
innovative, customer centric, inclusive and sustainable materials
science company in the world. Dow's portfolio of plastics,
industrial intermediates, coatings and silicones businesses
delivers a broad range of differentiated, science-based products
and solutions for its customers in high-growth market segments,
such as packaging, infrastructure, mobility and consumer
applications. Dow operates manufacturing sites in 31 countries and
employs approximately 37,800 people. Dow delivered sales of
approximately $57 billion in 2022.
References to Dow or the Company mean Dow Inc. and its
subsidiaries. For more information, please visit www.dow.com or
follow @DowNewsroom on Twitter.
Cautionary Statement about Forward-Looking Statements
Certain statements in this press release are "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.
Such statements often address expected future business and
financial performance, financial condition, and other matters, and
often contain words or phrases such as "anticipate," "believe,"
"estimate," "expect," "intend," "may," "opportunity," "outlook,"
"plan," "project," "seek," "should," "strategy," "target," "will,"
"will be," "will continue," "will likely result," "would" and
similar expressions, and variations or negatives of these words or
phrases.
Forward-looking statements are based on current assumptions and
expectations of future events that are subject to risks,
uncertainties and other factors that are beyond Dow's control,
which may cause actual results to differ materially from those
projected, anticipated or implied in the forward-looking statements
and speak only as of the date the statements were made. These
factors include, but are not limited to: sales of Dow's products;
Dow's expenses, future revenues and profitability; the continuing
global and regional economic impacts of the coronavirus disease
2019 ("COVID-19") pandemic and other public health-related risks
and events on Dow's business; any sanctions, export restrictions,
supply chain disruptions or increased economic uncertainty related
to the ongoing conflict between Russia and Ukraine; capital requirements and need for and
availability of financing; unexpected barriers in the development
of technology, including with respect to Dow's contemplated capital
and operating projects; Dow's ability to realize its commitment to
carbon neutrality on the contemplated timeframe; size of the
markets for Dow's products and services and ability to compete in
such markets; failure to develop and market new products and
optimally manage product life cycles; the rate and degree of market
acceptance of Dow's products; significant litigation and
environmental matters and related contingencies and unexpected
expenses; the success of competing technologies that are or may
become available; the ability to protect Dow's intellectual
property in the United States and
abroad; developments related to contemplated restructuring
activities and proposed divestitures or acquisitions such as
workforce reduction, manufacturing facility and/or asset closure
and related exit and disposal activities, and the benefits and
costs associated with each of the foregoing; fluctuations in energy
and raw material prices; management of process safety and product
stewardship; changes in relationships with Dow's significant
customers and suppliers; changes in consumer preferences and
demand; changes in laws and regulations, political conditions or
industry development; global economic and capital markets
conditions, such as inflation, market uncertainty, interest and
currency exchange rates, and equity and commodity prices; business
or supply disruptions; security threats, such as acts of sabotage,
terrorism or war, including the ongoing conflict between
Russia and Ukraine; weather events and natural disasters;
and disruptions in Dow's information technology networks and
systems; and risks related to Dow's separation from DowDuPont Inc.
such as Dow's obligation to indemnify DuPont de Nemours, Inc.
and/or Corteva, Inc. for certain liabilities.
Where, in any forward-looking statement, an expectation or
belief as to future results or events is expressed, such
expectation or belief is based on the current plans and
expectations of management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished. A
detailed discussion of principal risks and uncertainties which may
cause actual results and events to differ materially from such
forward-looking statements is included in the section titled "Risk
Factors" contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2022 and
the Company's subsequent Quarterly Reports on Form 10-Q. These are
not the only risks and uncertainties that Dow faces. There may be
other risks and uncertainties that Dow is unable to identify at
this time or that Dow does not currently expect to have a material
impact on its business. If any of those risks or uncertainties
develops into an actual event, it could have a material adverse
effect on Dow's business. Dow Inc. and TDCC assume no obligation to
update or revise publicly any forward-looking statements whether
because of new information, future events, or otherwise, except as
required by securities and other applicable laws.
About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of
advanced small modular nuclear reactors and fuel technology for
clean energy generation that is redefining the nuclear energy
industry through its development of safer and more efficient
reactors and proprietary fuel to deliver reliable, zero-carbon and
affordable energy to people around the world. X-energy's
simplified, modular, and intrinsically safe SMR design expands
applications and markets for deployment of nuclear technology and
drives enhanced safety, lower cost and faster construction
timelines when compared with other SMRs and conventional nuclear.
For more information, visit X-energy.com or connect with us on
Twitter or LinkedIn.
As previously announced on December
6, 2022, X-energy entered into a definitive business
combination agreement with Ares Acquisition Corporation (NYSE: AAC)
("AAC"), a publicly-traded special purpose acquisition company.
Upon the closing of the transaction, which is expected to be
completed in the summer of 2023, the combined company will be named
X-Energy, Inc. and its common equity securities and warrants are
expected to be listed on the New York Stock Exchange.
Completion of the transaction is subject to approval by AAC's
shareholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions.
About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated
with Ares Management Corporation, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. AAC is
seeking to pursue an initial business combination target in any
industry or sector in North
America, Europe or
Asia. For more information about
AAC, please visit www.aresacquisitioncorporation.com.
Additional Information and Where to Find It
In connection with the business combination (the "Business
Combination") with X-energy, AAC filed a registration statement on
Form S-4 on January 25, 2023, as
amended by Amendment No. 1 thereto, filed on March 24, 2023 (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC"), which
includes a preliminary proxy statement/prospectus to be distributed
to holders of AAC's ordinary shares in connection with AAC's
solicitation of proxies for the vote by AAC's shareholders with
respect to the Business Combination and other matters as described
in the Registration Statement, as well as a prospectus relating to
the offer of securities to be issued to X-energy equity holders in
connection with the Business Combination. After the Registration
Statement has been declared effective, AAC will mail a copy of the
definitive proxy statement/prospectus, when available, to its
shareholders. The Registration Statement includes information
regarding the persons who may, under the SEC rules, be deemed
participants in the solicitation of proxies to AAC's shareholders
in connection with the Business Combination. AAC will also file
other documents regarding the Business Combination with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by AAC through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by AAC may
be obtained free of charge from AAC's website at
www.aresacquisitioncorporation.com or by written request to AAC at
Ares Acquisition Corporation, 245 Park Avenue, 44th Floor,
New York, NY 10167.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination, including statements regarding the
benefits of the Business Combination, the anticipated timing of the
Business Combination, the markets in which X-energy operates and
X-energy's projected future results. X-energy's actual results may
differ from its expectations, estimates and projections (which, in
part, are based on certain assumptions) and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe
are reasonable, these assumptions may be incorrect. These
forward-looking statements also involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted in connection with any
proposed business combination; (2) the inability to complete any
proposed business combination or related transactions; (3)
inability to raise sufficient capital to fund our business plan,
including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or
otherwise; (4) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete any business
combination; (5) the risk that any proposed business combination
disrupts current plans and operations; (6) the inability to
recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (7) costs related to the
proposed business combination; (8) changes in the applicable laws
or regulations; (9) the possibility that X-energy may be adversely
affected by other economic, business, and/or competitive factors;
(10) the ongoing impact of the global COVID-19 pandemic; (11)
economic uncertainty caused by the impacts of the conflict in
Russia and Ukraine and rising levels of inflation and
interest rates; (12) the ability of X-energy to obtain regulatory
approvals necessary for it to deploy its small modular reactors in
the United States and abroad; (13)
whether government funding and/or demand for high assay low
enriched uranium for government or commercial uses will materialize
or continue; (14) the impact and potential extended duration of the
current supply/demand imbalance in the market for low enriched
uranium; (15) X-energy's business with various governmental
entities is subject to the policies, priorities, regulations,
mandates and funding levels of such governmental entities and may
be negatively or positively impacted by any change thereto; (16)
X-energy's limited operating history makes it difficult to evaluate
its future prospects and the risks and challenges it may encounter;
and (17) other risks and uncertainties separately provided to you
and indicated from time to time described in filings and potential
filings by X-energy, AAC or X-energy, Inc. with the SEC.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of AAC's
Annual Report on Form 10-K, its subsequent Quarterly Reports on
Form 10-Q, the proxy statement/prospectus related to the
transaction, when it becomes available, and other documents filed
(or to be filed) by AAC from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the conflict
between Russia and Ukraine, rising levels of inflation and
interest rates and the ongoing COVID-19 pandemic, which have caused
significant economic uncertainty. Forward-looking statements speak
only as of the date they are made. Investors are cautioned not to
put undue reliance on forward-looking statements, and X-energy and
AAC assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
securities and other applicable laws.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from AAC's
shareholders, in favor of the approval of the proposed transaction.
For information regarding AAC's directors and executive officers,
please see AAC's Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by AAC from time to time with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Business Combination
may be obtained by reading the Registration Statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
Dow
Investors:
ir@dow.com
Media:
Jarrod Erpelding
+1-989.633.1863
jarrod.erpelding@dow.com
or
Kyle Bandlow
+1-989.638.2417
kbandlow@dow.com
X-energy
Investors:
XenergyIR@icrinc.com
Media:
XenergyPR@icrinc.com
Ares Acquisition Corporation
Investors:
Carl Drake and Greg Mason
+1-888-818-5298
IR@AresAcquisitionCorporation.com
Media:
Jacob Silber
+1-212-301-0376
media@aresmgmt.com
1 Union Carbide Corporation is a wholly-owned
subsidiary of The Dow Chemical Company
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SOURCE The Dow Chemical Company