- Dow and DuPont Amend Merger Agreement to Reflect Extension to August 31; Close of Transaction Now Expected No Earlier than August 1
- Dow and DuPont Reiterate Intended Spin-offs Will Occur Within 18 Months After Closing
- Material Science Company Now Expected to be the First Spin-off
(Business Wire) Wilmington, DE and Midland, MI--(BUSINESS WIRE)--DuPont (NYSE: DD) and Dow (NYSE: Dow) today announced several amendments to the companies’ transaction agreement involving the proposed merger of equals and intended subsequent separation into three independent publicly traded companies.
To accommodate the requirements of DuPont’s recently announced transaction with FMC, Dow and DuPont have amended Section 8.1(b)(i) of the merger agreement to extend the “Outside Date” definition to August 31, 2017 with anticipated closing of the transaction no earlier than August 1, 2017, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.
DuPont’s transaction with FMC is expected to close in the fourth quarter of 2017, subject to the closing of the DuPont and Dow merger, in addition to other customary closing conditions, including regulatory approvals.
Dow and DuPont reiterate both companies’ expectations that the intended spin¬offs will occur within 18 months after closing. In addition, Dow and DuPont now expect that the first spin-off in the intended separation process will be the spin-off of the post-merger Material Science Company.
The companies continue to expect the merger transaction to generate approximately $3 billion of cost synergies and $1 billion of growth synergies.
“This revised agreement was necessary and a very positive outcome driven by the transaction with FMC, announced by DuPont today. It is another significant milestone in our progress to complete this value-creating transaction and the subsequent intended spins as swiftly as possible and without any change to the committed synergies,” said Andrew Liveris, chairman and chief executive officer of Dow.
“Today’s announced transaction enables us to satisfy the European Commission’s approval conditions, while maintaining the strategic logic and value creation potential of our merger and the three independent companies we intend to create,” said Edward D. Breen, chairman and chief executive officer of DuPont.
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.
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.