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Share Repurchase Plan to Begin under Rule 10b5-1
MIDLAND, Mich.--(BUSINESS WIRE)--
Dow Inc., a wholly owned subsidiary of DowDuPont Inc. (NYSE: DWDP)
announced today that Dow Inc. has adopted a stock repurchase plan (the
“plan”) with a broker dealer under Rule 10b5-1 of the Securities and
Exchange Act of 1934. The plan will facilitate the repurchase of Dow
common stock as early as April 2, 2019, under Dow’s previously
announced $3 billion stock repurchase program, to be launched after
Dow’s separation from DowDuPont.
A 10b5-1 plan permits a company to repurchase its common stock during
times when it would not normally be in the market due to possible
awareness of material non-public information, so long as the company
adopts a written, prearranged trading plan at a time when it is not
aware of material, non-public information regarding the company or its
securities. Under the plan, the broker dealer will have the authority to
repurchase Dow shares of common stock in accordance with the specific
prearranged terms of the plan relating to time, price and volume (among
others), without further direction from Dow, during the periods
specified in the plan. Dow intends for such repurchases to comply with
the time, price and manner conditions of Rule 10b-18 and, following the
first four weeks of trading, the volume condition of the rule.
“Taken together, Dow’s $3 billion open share repurchase program and our
industry-leading $2.1 billion annual dividend payout will serve as
critical enablers of delivering on our commitment to return
approximately 65 percent of net income to our owners across the cycle,”
said Howard Ungerleider, president and chief financial officer elect,
Dow.
Dow Separation and Distribution of Common Stock
On March 13, DowDuPont announced
that the U.S. Securities and Exchange Commission declared effective
Dow’s Registration Statement on Form 10, marking the final regulatory
milestone in the company’s process to separate on April 1. The Form 10
includes information regarding the separation of Dow, the distribution
and Dow’s business, and can be found on DowDuPont’s website.
On March 8, DowDuPont announced
that its Board of Directors had approved Dow’s separation. In connection
with the separation, the DowDuPont board of directors declared a pro
rata dividend of all of the outstanding shares of Dow common stock. The
dividend is expected to be payable on April 1, 2019, the distribution
date, to DowDuPont stockholders of record as of the close of business on
March 21, 2019, the record date.
Also on March 8, Dow’s board of directors declared a dividend for the
second quarter of 2019, to be paid on June 14, 2019, of $525 million in
the aggregate on pro rata basis to Dow stockholders of record as of the
close of business on May 31, 2019.
On the distribution date, each DowDuPont stockholder will receive one
(1) share of Dow common stock for every three (3) shares of DowDuPont
common stock they held on the record date. Registered DowDuPont
stockholders will receive cash in lieu of any fractional shares of Dow
common stock.
No action is required by DowDuPont stockholders to receive shares of Dow
common stock in the distribution. DowDuPont stockholders are encouraged
to consult with their financial and tax advisors regarding the specific
implications of the distribution, including the specific implications of
buying or selling DowDuPont common stock on or before the distribution
date and the U.S. federal, state and local or foreign tax consequences,
as applicable, of the distribution.
The distribution of Dow common stock is subject to the satisfaction or
waiver of certain additional customary conditions which are expected to
be satisfied by the distribution date.
About Dow
Dow combines science and technology knowledge to develop premier
materials science solutions that are essential to human progress. Dow
has one of the strongest and broadest toolkits in the industry, with
robust technology, asset integration, scale and competitive capabilities
that enable it to address complex global issues. Dow’s market-driven,
industry-leading portfolio of advanced materials, industrial
intermediates, and plastics businesses deliver a broad range of
differentiated technology-based products and solutions for customers in
high-growth markets such as packaging, infrastructure, and consumer
care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company
comprised of Dow and DuPont with the intent to form three strong,
independent, publicly traded companies in agriculture, materials science
and specialty sectors. More information can be found at www.dow.com.
Cautionary Statement about Forward-Looking Statements
This presentation 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, financial condition, and other matters, and often contain
words such as “believe,” “expect,” “anticipate,” “project,” “estimate,”
“intend,” “may,” “opportunity,” “outlook,” “plan,” “seek,” “should,”
“strategy,” “will,” “will be,” “will continue,” “will likely result,”
“would,” “target” and similar expressions, and variations or negatives
of these words. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the
forward-looking statements.
Forward-looking statements include, but are not limited to, expectations
as to future sales of Dow’s products; the ability to protect Dow’s
intellectual property in the United States and abroad; estimates
regarding Dow’s capital requirements and need for and availability of
financing; estimates of Dow’s expenses, future revenues and
profitability; estimates of the size of the markets for Dow’s products
and services and Dow’s ability to compete in such markets; expectations
related to the rate and degree of market acceptance of Dow’s products;
the outcome of certain Dow contingencies, such as litigation and
environmental matters; estimates of the success of competing
technologies that may become available and expectations regarding the
separations and distributions and the benefits and costs associated with
each of the foregoing.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Forward-looking statements are based on
certain assumptions and expectations of future events which may not be
realized and speak only as of the date the statements were made. In
addition, forward-looking statements also involve risks, uncertainties
and other factors that are beyond Dow’s control that could cause Dow’s
actual results to differ materially from those projected, anticipated or
implied in the forward-looking statements. These factors include, but
are not limited to: fluctuations in energy and raw material prices;
failure to develop and market new products and optimally manage product
life cycles; significant litigation and environmental matters; failure
to appropriately manage process safety and product stewardship issues;
changes in laws and regulations or political conditions; global economic
and capital markets conditions, such as inflation, market uncertainty,
interest and currency exchange rates, and equity and commodity prices;
business or supply disruptions; security threats, such as acts of
sabotage, terrorism or war, weather events and natural disasters;
ability to protect, defend and enforce Dow’s intellectual property
rights; increased competition; changes in relationships with Dow’s
significant customers and suppliers; unanticipated expenses such as
litigation or legal settlement expenses; unanticipated business
disruptions; Dow’s ability to predict, identify and interpret changes in
consumer preferences and demand; Dow’s ability to realize the expected
benefits of the separations and distributions; Dow’s ability to complete
proposed divestitures or acquisitions; Dow’s ability to realize the
expected benefits of acquisitions if they are completed; the
availability of financing to Dow in the future and the terms and
conditions of such financing; and disruptions in Dow’s information
technology networks and systems. Additionally, there may be other risks
and uncertainties that Dow is unable to identify at this time or that
Dow does not currently expect to have a material impact on its business.
DowDuPont, Inc. (“DowDuPont”), Dow’s current parent, is engaged in a
series of reorganization and realignment steps to realign its businesses
so that the assets and liabilities aligned with the materials science
business will be held by legal entities that will ultimately be
subsidiaries of Dow Inc. ("Dow") and the assets and liabilities aligned
with the agriculture business will be held by legal entities that will
ultimately be subsidiaries of Corteva Inc. ("Corteva"). Following this
realignment, DowDuPont expects to distribute its materials science and
agriculture businesses through two separate U.S. federal tax-free
spin-offs in which DowDuPont stockholders, at the time of such
spin-offs, will receive pro rata dividends of the shares of the capital
stock of Dow and of Corteva, as applicable (the "distributions").
DowDuPont (after the separations and distributions referred to as
“DuPont”).
Risks related to the separations and distributions and to achieving the
anticipated benefits thereof include, but are not limited to, a number
of conditions which could delay, prevent or otherwise adversely affect
the separations and distributions including risks outside the control of
Dow including risks related to (i) our inability to achieve some or all
of the benefits that we expect to receive from the separations and
distributions, (ii) certain tax risks associated with the separations
and distributions, (iii) our inability to make necessary changes to
operate as a stand-alone company following the separations and
distributions, (iv) the failure of our pro forma financial information
to be a reliable indicator of our future results, (v) our inability to
enjoy the same benefits of diversity, leverage and market reputation
that we enjoyed as a combined company, (vi) restrictions under the
intellectual property cross-license agreements, (vii) our inability to
receive third-party consents required under the separation agreement,
(viii) our customers, suppliers and others' perception of our financial
stability on a stand-alone basis, (ix) non-compete restrictions under
the separation agreement, (x) receipt of less favorable terms in the
commercial agreements we will enter into with DuPont and Corteva than we
would have received from an unaffiliated third party and (xi) our
indemnification of DuPont and/or Corteva for certain liabilities.
Where, in any forward-looking statement, an expectation or belief as to
future results or events is expressed, such expectation or belief is
based on the current plans and expectations of management and expressed
in good faith and believed to have a reasonable basis, but there can be
no assurance that the expectation or belief will result or be achieved
or accomplished. For a more detailed discussion of Dow’s risks and
uncertainties, see the “Risk Factors” contained in Dow’s registration
statement on Form 10, as amended, filed with the Securities and Exchange
Commission.
Trademarks
The Dow Diamond, logo and all products, unless otherwise noted, denoted
with ™, ℠ or ® are trademarks, service marks or registered trademarks of
The Dow Chemical Company or its respective subsidiaries or affiliates.
Solely for convenience, the trademarks, service marks and trade names
referred to in this communication may appear without the ™, ℠ or ®
symbols, but such references are not intended to indicate, in any way,
that we will not assert, to the fullest extent under applicable law, our
rights or the right of the applicable licensor to these trademarks,
service marks and trade names. This presentation may also contain
trademarks, service marks and trade names of certain third parties,
which are the property of their respective owners. Our use or display of
third parties’ trademarks, service marks, trade names or products in
this communication is not intended to, and should not be read to, imply
a relationship with or endorsement or sponsorship of us.
Copyright
©2019 DowDuPont. All rights reserved
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For further information, please contact:
Media:
Rachelle Schikorra
ryschikorra@dow.com
+1
989-638-4090
Investors:
Neal Sheorey
nrsheorey@dow.com
+1
989-636-6347
Source: DowDuPont Inc.