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Dow, DuPont Complete Merger

“Today marks a significant milestone in the storied histories of our two companies..." – Andrew Liveris, executive chairman

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By: Anthony Locicero

Copy Editor, New York Post

Dow and DuPont have merged and, on Friday, said they will operate as a holding company, DowDuPont, with three divisions: Agriculture, Materials Science and Specialty Products, according to a joint press release.

DowDuPont will start trading on the New York Stock Exchange under the stock ticker symbol “DWDP,” the press release states.

Pursuant to the merger agreement, Dow shareholders received a fixed exchange ratio of 1.00 share of DowDuPont for each Dow share, according to Associate Director of Corporate Media, Financial and Strategic Communications, Rachelle Schikorra.

DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share, according to Dan Turner of DuPont.

“Today marks a significant milestone in the storied histories of our two companies,” said Andrew Liveris, executive chairman of DowDuPont. “We are extremely excited to complete this transformational merger and move forward to create three intended industry-leading, independent, publicly traded companies. While our collective heritage and strength are impressive, the true value of this merger lies in the intended creation of three industry powerhouses that will define their markets and drive growth for the benefit of all stakeholders. Our teams have been working for more than a year on integration planning, and — as of today — we will hit the ground running on executing those plans with an intention to complete the separations as quickly as possible.”

“For shareholders, customers and employees, closing this transaction is a definitive step toward unlocking higher value and greater opportunities through a future built on sustainable growth and innovation,” said Ed Breen, chief executive officer of DowDuPont. “DowDuPont is a launching pad for three intended strong companies that will be better positioned to reinvest in science and innovation, solve our customers’ ever-evolving challenges, and generate long-term returns for our shareholders. With the merger now complete, our focus is on finalizing the organizational structures that will be the foundations of these three intended strong companies and capturing the synergies to unlock value. With clear focus, market visibility and more productive R&D, each intended company will be equipped to compete successfully as an industry leader.”

DowDuPont’s Board of Directors is comprised of 16 members – eight directors formerly on the DuPont Board and eight directors formerly on the Dow Board.

The two lead directors are Jeffrey Fettig (Dow) and Alexander Cutler (DuPont), who serves as the lead independent directors at their respective companies. 

Liveris will serve as the executive chairman; Breen is a board member. 

Joining them from Dow:

  • James A. Bell, former CFO, Boeing;
  • Raymond J. Milchovich, former chairman and CEO, Foster Wheeler AG;
  • Paul Polman, CEO, Unilever PLC and Unilever N.V.
  • Dennis H. Reilley, non-executive chairman, Marathon Oil Corp.;
  • James M. Ringler, chairman, Teradata Corporation;
  • Ruth G. Shaw, former group executive, Public Policy and president, Duke Nuclear;

And from DuPont:

  • Lamberto Andreotti, former chair of the Board and CEO of Bristol-Myers Squibb Company;
  • Robert A. Brown, Boston University president;
  • Marillyn A. Hewson, chairman, president, and CEO of Lockheed Martin Corporation;
  • Lois D. Juliber, former vice chairman and COO of Colgate-Palmolive Company;
  • Lee M. Thomas, former chairman and CEO of Rayonier Inc.;
  • Patrick J. Ward, CFO of Cummins, Inc.

DowDuPont said its board created three advisory committees “chartered to generally oversee the establishment of each of the Agriculture, Materials Science (Dow) and Specialty Products divisions in preparation for the separations.”

Each advisory committee will develop a capital structure and designate the future chief executive officer and leadership team of its respective intended company, per the press release.

The following are DowDuPont officers: 

  • Howard Ungerleider, CFO;
  • Stacy Fox, general counsel and corporate secretary;
  • Charles J. Kalil, special counsellor to the executive chairman, general counsel for the Materials Science Division;
  • James C. Collins, Jr., COO for the Agriculture Division;
  • Jim Fitterling, COO for the Materials Science Division;
  • Marc Doyle, COO for the Specialty Products Division

The transaction is expected to result in run-rate cost synergies of approximately $3 billion and the potential for approximately $1 billion in growth synergies, the press release states.

According to the press release, the company expects to reach 100 percent run rate on the cost synergies within the first 24 months of merger closing.

DowDuPont said it  intends to separate the three divisions to stand within their own legal entities within 18 months. 

Per the press release:
  • A leading Agriculture Company that brings together the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences to better serve growers around the world with a superior portfolio of solutions, greater choice and competitive price for value. The combined capabilities and highly productive innovation engine will enable the intended Agriculture Company to bring a broader suite of products to the market faster, so it can be an even better partner to growers, delivering innovation and helping them to increase their productivity and profitability. The intended Agriculture Company will be headquartered in Wilmington, Del., with global business centers in Johnston, Iowa, and Indianapolis.
  • A leading Materials Science Company, to be named Dow that will consist of the businesses comprising the following current Dow operating segments: Performance Plastics, Performance Materials & Chemicals, Infrastructure Solutions and Consumer Solutions (Consumer Care and Dow Automotive Systems; Dow Electronic Materials is intended to go to the Specialty Products Company), as well as DuPont’s current Performance Materials operating segment. The intended Materials Science Company will offer the strongest and broadest chemistry and polymers toolkit in the industry, with the scale and competitive capabilities to enable truly differentiated solutions for customers in high-growth end markets, including packaging, transportation, infrastructure and consumer care. The intended Materials Science Company will be headquartered in Midland, Mich.
  • A leading Specialty Products Company that will consist of powerful, market-leading businesses including DuPont Protection Solutions, Sustainable Solutions, Industrial Biosciences and Nutrition & Health, which will integrate the Health and Nutrition business from FMC pending the close of that transaction; as well as Electronic Technologies, which combines DuPont’s Electronics & Communications business with Dow’s Electronic Materials business unit. The intended Specialty Products Company will be an innovation leader composed of technology-driven specialty businesses with highly differentiated products and solutions that transform industries and everyday life. The intended Specialty Products Company will be headquartered in Wilmington, Del.

Klein and Company, Lazard and Morgan Stanley & Co. LLC served as Dow’s financial advisors for the transaction, with Weil, Gotshal & Manges LLP acting as its legal advisor.

Evercore and Goldman, Sachs & Co. served as DuPont’s financial advisors for the transaction, with Skadden, Arps, Slate, Meagher & Flom LLP acting as its legal advisor.

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