Dow Successfully Completes Sale of a Portion of its Dow AgroSciences Corn Hybrid Seed Business to CITIC Agri Fund
MIDLAND, Mich. - December 01, 2017 - The Dow Chemical Company, a subsidiary of DowDuPont (NYSE: DWDP), announced the successful closing of the previously announced divestment of a select portion of its Dow AgroSciences' corn seed business in Brazil to CITIC Agri Fund for a purchase price of $1.1 billion. The sale is part of the required regulatory remedies of the DowDuPont merger transaction, which closed on August 31, 2017.
The divestiture scope includes four corn seed production sites and four research centers, along with a copy of the Dow AgroSciences’ Brazilian corn germplasm bank, certain commercial and pipeline hybrids, and the Morgan™ trademark. CITIC Agri Fund also received a license to the Dow Sementes™ trademark for 12 months. The Agriculture Division of DowDuPont will retain Dow AgroSciences’ Brazilian corn germplasm bank and the remainder of its corn seed production sites and research centers, commercial and pipeline corn hybrids and other related assets.
With the completion of this divestiture, the Agriculture Division of DowDuPont is moving forward with a comprehensive and balanced portfolio and a robust pipeline of innovative solutions across seed, crop protection, seed-applied technologies and digital agriculture. The intended independent Agriculture Company will be a global industry leader, with a continued strong presence in Brazil, better positioned to serve growers around the world with a superior portfolio of innovative solutions, greater choice, and competitive price for value.
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges.
About DowDuPont Agriculture Division
DowDuPont Agriculture, a business division of DowDuPont (NYSE: DWDP), combines the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences. Together, the Agriculture Division provides growers around the world with the most complete portfolio in the industry, developed through a robust research pipeline across germplasm, biotech traits and crop protection. DowDuPont Agriculture is committed to delivering innovation, helping growers increase productivity and ensuring food security for a growing global population. DowDuPont intends to separate the Agriculture Division into an independent, publicly traded company.
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On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) announced entry into an Agreement and Plan of Merger, as amended on March 31, 2017, (the “Merger Agreement”) under which the companies would combine in an all-stock merger of equals transaction (the “Merger Transaction”). Effective August 31, 2017, the Merger Transaction was completed and each of Dow and DuPont became subsidiaries of DowDuPont Inc. (“DowDuPont”). For more information, please see each of DowDuPont’s, Dow’s and DuPont’s latest annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, as the case may be, and the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by DowDuPont with the SEC on March 1, 2016 (File No. 333-209869), as last amended on June 7, 2016, and declared effective by the SEC on June 9, 2016 (the “Registration Statement”) in connection with the Merger Transaction.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including the intended separation of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax efficient transactions on anticipated terms (the “Intended Business Separations”). 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 company’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) impact of the divestitures required as a condition to consummation of the Merger Transaction as well as other conditional commitments; (iii) achievement of the anticipated synergies by DowDuPont’s agriculture, materials science and specialty products businesses; (iv) risks associated with the Intended Business Separations, including those that may result from the comprehensive portfolio review undertaken by the DowDuPont board, changes 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 related to the Intended Business Separations, disruptions in the financial markets or other potential barriers; (v) the risk that disruptions from the Intended Business Separations will harm DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), including current plans and operations; (vi) the ability to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the completion of the merger or the Intended Business Separations; (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 Intended Business Separations that could affect the company’s financial performance and (xii) 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 merger and the Intended Business Separations, are more fully discussed in (1) the Registration Statement and (2) the current, quarterly and annual reports filed with the SEC by DowDuPont and to the extent incorporated by reference into the Registration Statement, by Dow and DuPont. 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 DowDuPont’s, Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or 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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