MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont (NYSE: DWDP) today announced that its Board of Directors has
declared a fourth quarter dividend of 38 cents per share. The Company
also announced that its Board has approved an initial $4 billion share
repurchase program.
“Rewarding our owners over both the near- and long-term has been a top
priority for both legacy companies, and it remains so for DowDuPont,”
said Andrew Liveris, executive chairman of DowDuPont. “The Board
considered many factors in making these decisions, following an approach
that delivers benefits to both heritage Dow and DuPont shareholders.”
“We’re committed to returning cash to shareholders consistent with the
heritage of both Dow and DuPont, and to preserving the financial
flexibility to achieve the target capital structures to support the
strong independent companies we intend to create,” said Ed Breen, chief
executive officer of DowDuPont.
Dividend
DowDuPont’s dividend for the fourth quarter of 2017 will be payable on
Dec. 15, 2017, to shareholders of record on Nov. 15, 2017. The Company’s
Board approved an approach that benefits DowDuPont shareholders in the
following ways:
-
The fourth quarter dividend of 38 cents per share is consistent with
the targeted historic dividend payout ratios of each heritage company
and is equivalent to the weighted average quarterly dividend of both
heritage companies, based on the most recent pre-closing dividends.
-
With a dividend payable date in December 2017, heritage Dow
shareholders will receive a total of five dividend payments in the
calendar year, in aggregate representing a 21 percent increase in
dividends paid in 2017 versus 2016.
-
For heritage DuPont shareholders, this dividend will effectively
represent a 28 percent increase over the last DuPont quarterly
dividend payment1.
This marks the first cash dividend issued by DowDuPont. Prior to merger
close, Dow and DuPont had paid shareholders cash dividends every quarter
since 1912 and 1904, respectively.
Share Repurchase
The Board authorized an initial $4 billion share repurchase program,
which has no expiration date.
Under the share repurchase program, shares may be repurchased
periodically in open market or private transactions. The actual timing,
number and value of shares repurchased under the program will be
determined by management at its discretion and will depend on a number
of factors, including the market price of DowDuPont’s common stock,
general market and economic conditions, applicable legal requirements
and other business considerations.
About DowDuPont
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. For more information, please
visit us at www.dow-dupont.com.
(1) Based on the merger stock conversion rate of 1.282 DowDuPont shares
for each DuPont share.
Cautionary Statement About 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.
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.
The Dow Diamond, DuPont Oval logo, DuPont™ and all products, unless
otherwise noted, denoted with ™, ℠or ® are trademarks or registered
trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and
Company or their affiliates.
®TM Trademark of The Dow Chemical Company (“Dow”) or an
affiliated company of Dow
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Source: DowDuPont