WILMINGTON, Del. and MIDLAND,
Minn., July 20, 2016 /PRNewswire/ --
DuPont (NYSE: DD) and The Dow Chemical Company (NYSE: DOW)
announced that, at their respective special meetings of
stockholders held today, stockholders of both companies have voted
to approve all stockholder proposals necessary to complete the
merger of equals transaction – a key milestone in the process to
merge the two companies and subsequently pursue the intended spins
of three highly focused, independent companies. The companies
expect the merger transaction to close in the second half of 2016,
subject to customary closing conditions, including receipt of
regulatory approvals.
"The overwhelming support of Dow and DuPont stockholders to
approve this historic merger transaction is a clear testament to
the compelling value proposition and enhanced shareholder value
that DowDuPont represents," said Andrew N.
Liveris, Dow's chairman and chief executive officer. "Today
is a pivotal step toward bringing together these two iconic
enterprises, and to the subsequent intended separation into three
leading, independent technology and innovation-based science
companies that will generate significant benefits for all
stakeholders."
Ed Breen, chair and chief
executive officer of DuPont, added: "We are pleased to receive such
strong support from our stockholders, which represents an essential
milestone in the combination of our two companies and our intention
to subsequently separate into three independent companies. We are
now focused on important next steps toward completing the merger
transaction, including working with regulators in the appropriate
jurisdictions. We are confident that this merger will create
long-term, sustainable value for stockholders and superior
solutions and choices for customers."
DuPont and Dow intend that, following the consummation of the
merger, the combined company will pursue the separation of the
combined company's Agriculture business, Material Science business
and Specialty Products business into three independent, publicly
traded companies, subject to approval by the DowDuPont board and
receipt of any required regulatory approvals.
The intended subsequent separation into three independent,
publicly traded companies is expected to be consummated as soon as
practicable following the merger closing, but consummation of the
separations is not expected to exceed 18-24 months after the merger
closing.
The final voting results on all agenda items for each company's
special meeting will be filed with the SEC in separate Form 8-Ks
and will also be available at
http://www.dow.com/en-us/investor-relations/financial-reporting and
http://investors.dupont.com, respectively, after certification by
each company's inspector of elections.
Additional information is available at
www.dowdupontunlockingvalue.com.
ABOUT DOW
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 the
intersection of chemical, physical and biological sciences to help
address many of the world's most challenging problems such as the
need for clean water, clean energy generation and conservation, and
increasing agricultural productivity. Dow's integrated,
market-driven, industry-leading portfolio of specialty chemical,
advanced materials, agrosciences and plastics businesses delivers a
broad range of technology-based products and solutions to customers
in approximately 180 countries and in high-growth sectors such as
packaging, electronics, water, coatings and agriculture. In 2015,
Dow had annual sales of nearly $49
billion and employed approximately 49,500 people worldwide.
The Company's more than 6,000 product families are manufactured at
179 sites in 35 countries across the globe. On June 1, 2016, Dow became the 100 percent owner of
Dow Corning Corporation's silicones business, a global company with
sales of greater than $4.5 billion in
2015, 25 manufacturing sites in 9 countries and approximately
10,000 employees worldwide. 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.
ABOUT DUPONT
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.
Cautionary Notes on Forward Looking Statements
This
communication contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such
transaction on a timely matter or at all, are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not
limited to, (i) the completion of the proposed transaction on
anticipated terms and timing, including obtaining regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the new combined company's
operations and other conditions to the completion of the merger,
(ii) the ability of Dow and DuPont to integrate the business
successfully and to achieve anticipated synergies, risks and costs
and pursuit and/or implementation of the potential separations,
including anticipated timing, any changes to the configuration of
businesses included in the potential separation if implemented,
(iii) the intended separation of the agriculture, material science
and specialty products businesses of the combined company
post-mergers in one or more tax efficient transactions on
anticipated terms 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, disruptions
in the financial markets or other potential barriers, (iv)
potential litigation relating to the proposed transaction that
could be instituted against Dow, DuPont or their respective
directors, (v) the risk that disruptions from the proposed
transaction will harm Dow's or DuPont's business, including current
plans and operations, (vi) the ability of Dow or DuPont to retain
and hire key personnel, (vii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the merger, (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 merger that could affect Dow's and/or
DuPont's financial performance, (xii) certain restrictions during
the pendency of the merger that may impact Dow's or DuPont's
ability to pursue certain business opportunities or strategic
transactions and (xiii) 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 proposed merger,
are more fully discussed in the joint proxy statement/prospectus
included in the Registration Statement filed with the SEC in
connection with the proposed merger. 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
Dow's or DuPont's consolidated financial condition, results of
operations, credit rating or liquidity. Neither Dow nor 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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SOURCE DuPont