September 5, 2017
The Dow Chemical Company and E.I. du Pont de Nemours & Company, or DuPont, Aug. 31 announced the completion of the merger between the two companies. The combined entity is operating as a holding company under the name DowDuPont with three divisions – Agriculture, Materials Science and Specialty Products.
Shares of DuPont and Dow ceased trading at the close of the New York Stock Exchange Aug. 31, according to a written statement released by the new company. DowDuPont started trading on the New York Stock Exchange under the stock ticker symbol DWDP. Pursuant to the merger agreement, Dow shareholders received a fixed exchange ratio of 1 share of DowDuPont for each Dow share, and DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share.
The Board of Directors of DowDuPont comprises 16 members – eight directors formerly on the DuPont Board and eight directors formerly on the Dow Board. There are two lead directors: Jeffrey Fettig, who previously served as the lead independent director for Dow; and Alexander Cutler, who previously served as the lead independent director for DuPont.
Three advisory committees have been established by the DowDuPont Board, 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 in accordance with the guiding principles set forth in the bylaws, and designate the future chief executive officer and leadership team of its respective intended company.
Separation
Once each division has its own processes, people, assets, systems and licenses in place to operate independently from the parent company, DowDuPont intends to separate the divisions to stand within their own legal entities, subject to board approval and any regulatory approvals. The intended separations are expected to occur within 18 months.
The intended companies are expected to include:
An agriculture company that brings together DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences. The agriculture company will be headquartered in Wilmington, Delaware, with global business centers in Johnston, Iowa, and Indianapolis, Indiana.
A materials science company to be named Dow that will be headquartered in Midland, Michigan.
A specialty products company that will include 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. This company will be headquartered in Wilmington, Delaware.
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