MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont™ (NYSE: DWDP) today announced the filing of the initial Form
10 registration statement with the U.S. Securities and Exchange
Commission (“SEC”) for the separation of its Materials Science Division
(to be called Dow).
Dow’s initial Form 10 filing includes a business and strategy overview,
competitive strengths and end-market information, as well as historical
and unaudited pro forma financial information, among other details for
the intended company.
“The Form 10 is a significant step towards the creation of the new Dow –
the world’s leading materials science company,” said Jim Fitterling,
chief operating officer of the Materials Science Division of DowDuPont
and chief executive officer of Dow. “The new Dow will be a more focused
and agile solutions provider, well-positioned to quickly and effectively
innovate and grow with customers in our targeted market verticals to
deliver greater shareholder value.”
As detailed in the filing, the new Dow will have a portfolio comprised
of six global business units, serving three consumer-driven market
verticals: consumer care, infrastructure and packaging. Through its deep
materials science expertise, value chain intimacy, global reach, scale
and competitive capabilities, the new Dow will provide differentiated
products and solutions to its customers.
“This initial filing underscores the position of financial and
operational strength the new Dow will possess upon separation,” said
Howard Ungerleider, chief financial officer of DowDuPont and president
and chief financial officer of Dow. “It also emphasizes our focus on
driving profitable growth, increasing return on invested capital and
enhancing free cash flow.”
Consistent with the Form 10 process, the filing will be iterative, with
additional information regarding capital structure, dividend policy,
governance, initiation of Dow common stock upon separation from
DowDuPont and other matters filed in subsequent versions of the
document. Dow anticipates the SEC will declare the Form 10 effective in
the first quarter of 2019, aligned to the company’s timeline to separate
from DowDuPont by April 1, 2019.
As previously communicated, Corteva Agriscience intends to file its Form
10 in October.
The Form 10 can be found on the investors section of the DowDuPont
website at http://www.dow-dupont.com/investors/default.aspx.
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.
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,” and 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”) entered 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”). Effective August 31, 2017, the Merger was
completed and each of Dow and DuPont became subsidiaries of DowDuPont
(Dow and DuPont, and their respective subsidiaries, collectively
referred to as the "Subsidiaries").
Forward-looking statements by their nature address matters that are, to
varying degrees, uncertain, including the intended separation, subject
to approval of the Company’s Board of Directors and customary closing
conditions 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) costs to
achieve and achieving the successful integration of the respective
agriculture, materials science and specialty products businesses of Dow
and DuPont, 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) costs
to achieve and achievement of the anticipated synergies by the combined
agriculture, materials science and specialty products businesses; (iii)
risks associated with the Intended Business Separations, including
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, associated costs, disruptions in the financial
markets or other potential barriers; (iv) disruptions or business
uncertainty, including from the Intended Business Separations, could
adversely impact DowDuPont’s business (either directly or as conducted
by and through Dow or DuPont), or financial performance and its ability
to retain and hire key personnel; (v) uncertainty as to the long-term
value of DowDuPont common stock; and (vi) risks to DowDuPont’s, Dow’s
and DuPont’s business, operations and results of operations from: the
availability of and fluctuations in the cost of feedstocks and energy;
balance of supply and demand and the impact of balance on prices;
failure to develop and market new products and optimally manage product
life cycles; ability, cost and impact on business operations, including
the supply chain, of responding to changes in market acceptance, rules,
regulations and policies and failure to respond to such changes; outcome
of significant litigation, environmental matters and other commitments
and contingencies; failure to appropriately manage process safety and
product stewardship issues; global economic and capital market
conditions, including the continued availability of capital and
financing, as well as inflation, interest and currency exchange rates;
changes in political conditions, including trade disputes and
retaliatory actions; business or supply disruptions; security threats,
such as acts of sabotage, terrorism or war, natural disasters and
weather events and patterns which could result in a significant
operational event for the Company, adversely impact demand or
production; ability to discover, develop and protect new technologies
and to protect and enforce the Company’s intellectual property rights;
failure to effectively manage acquisitions, divestitures, alliances,
joint ventures and other portfolio changes; 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 are and will
be more fully discussed in the current, quarterly and annual reports
filed with the U. S. Securities and Exchange Commission by DowDuPont.
While the list of factors presented here is, 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. A detailed discussion of some of
the significant risks and uncertainties which may cause results and
events to differ materially from such forward-looking statements is
included in the section titled “Risk Factors” (Part I, Item 1A) of
DowDuPont’s 2017 annual report on Form 10-K.
Discussion of segment revenue, operating EBITDA and price/volume metrics
on a divisional basis for Agriculture is based on the results of the
Agriculture segment; for Materials Science is based on the combined
results of the Performance Materials & Coatings, Industrial &
Infrastructure, and Packaging & Specialty Plastics segments; and for
Specialty Products is based on the combined results of the Electronics &
Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers,
and Safety & Construction segments. The segment disclosures have been
presented in this manner for informational purposes only and should not
be viewed as an indication of each division’s current or future
operating results on a standalone basis assuming completion of the
Intended Business Separations.
The Dow Diamond, DuPont Oval logo, DuPont™, the DowDuPont logo and all
products, unless otherwise noted, denoted with ™, ℠ or ® are trademarks,
service marks or registered trademarks of The Dow Chemical Company, E.
I. du Pont de Nemours and Company, DowDuPont Inc. or their affiliates.
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DowDuPont
Investors:
Greg Friedman, +1 302-774-4994
greg.friedman@dupont.com
or
Neal
Sheorey, +1 989-636-6347
nrsheorey@dow.com
or
Media:
Dan
Turner, +1 302-996-8372
daniel.a.turner@dupont.com
or
Rachelle
Schikorra, +1 989-638-4090
ryschikorra@dow.com
Source: DowDuPont