DuPont and Dow to Form Chemical Giant
DuPont and The Dow Chemical Company announced on Friday, 11 December, that their boards of directors unanimously approved a definitive agreement under which the companies will combine in an all‐stock merger of equals. The combined company will be named DowDuPont and will have a combined market capitalization of approximately USD 130 billion at announcement. Dow and DuPont shareholders will each own approximately 50 % of the combined company, on a fully diluted basis, excluding preferred shares.
Upon completion of the transaction, Andrew N. Liveris, President, Chairman and CEO of Dow, will become Executive Chairman of the newly formed DowDuPont Board of Directors and Edward D. Breen, Chair and CEO of DuPont, will become Chief Executive Officer of DowDuPont. In these roles, both Liveris and Breen will report to the Board of Directors. In addition, when named, the chief financial officer will report to Breen.
The parties intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies through tax‐free spin‐offs. This would occur as soon as feasible, which is expected to be 18‐24 months following the closing of the merger, subject to regulatory and board approval. The companies will include a global pure‐play Agriculture company; a global pure‐play Material Science company; and a technology and innovation‐driven Specialty Products company.
Advisory Committees will be established for each of the businesses. Breen will lead the Agriculture and Specialty Products Committees, and Liveris will lead the Material Science Committee. These Committees will oversee the respective businesses, and will work with Liveris and Breen on the intended separation of the businesses into independent, standalone entities.
Following the closing of the transaction, DowDuPont will be dual headquartered in Midland, Michigan, and Wilmington, Delaware. The merger transaction is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals, and approval by both Dow and DuPont shareholders.
DuPont de Nemours (Deutschland) GmbH
The Dow Chemical Group Company
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