MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont (NYSE:DWDP) today announced that the U.S. Securities and
Exchange Commission has declared effective the Registration Statement on
Form 10 filed by Dow Inc. (“Dow”). The Form 10 includes information
regarding Dow’s business and strategy as well as details on the
spin-off, which is expected to be completed on April 1, 2019.
“Today’s announcement of the Form 10 effectiveness marks the final
regulatory milestone in our process to spin. Dow is separating as an
independent, publicly traded company in a position of strength and with
a clear roadmap to deliver long-term value for our shareholders,” said
Jim Fitterling, chief operating officer of the Materials Science
Division of DowDuPont and chief executive officer elect of Dow.
As previously announced, on March 7, 2019, the DowDuPont board of
directors approved the spin-off of DowDuPont’s Materials Science
Division and declared a pro rata dividend of Dow’s common stock. The
dividend is expected to be paid after the close of business on April 1,
2019 to DowDuPont stockholders of record as of the close of business on
March 21, 2019, the record date. DowDuPont stockholders will receive one
share of Dow common stock for every three shares of DowDuPont common
stock they held on the record date, plus cash in lieu of any fractional
shares.
The New York Stock Exchange has authorized Dow’s common stock for
listing and has advised that “when-issued” trading in Dow common stock
on the NYSE will begin on March 20, 2019, under the symbol “DOW WI”.
Following the spin-off, on April 2, 2019, Dow common stock will begin
“regular way” trading on the NYSE under the symbol “DOW” and DowDuPont
will continue trading under “DWDP”.
Beginning on March 20, 2019 and continuing through April 1, 2019, it is
expected that there will be two markets in DowDuPont common stock on the
NYSE: a “regular-way” market under the symbol “DWDP,” in which DowDuPont
shares will trade with the right to receive shares of Dow common stock
in the spin-off, and an “ex distribution market” under the symbol “DWDP
WI” in which DowDuPont shares will trade without the right to receive
shares of Dow common stock in the spin-off. If you sell your shares in
the “regular-way” market on or prior to the distribution date, you
will be selling your right to receive Dow common stock in the
distribution.
The distribution of Dow common stock is subject to the satisfaction or
waiver of certain customary conditions, which DowDuPont expects will be
satisfied by the distribution date.
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.
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 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.
DowDuPont plans to separate into three, independent, publicly traded
companies—one for each of its agriculture, materials science and
specialty products businesses (the “Intended Business Separations” and
the transactions to accomplish the Intended Business Separations, the
“separations”).
In furtherance of the Intended Business Separations, DowDuPont 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”).
Forward-looking statements by their nature address matters that are, to
varying degrees, uncertain, including statements about the Intended
Business Separations, the separations and distributions. Forward-looking
statements, including those related to the DowDuPont’s ability to
complete, or to make any filing or take any other action required to be
taken to complete, the separations and distributions, 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. Forward-looking
statements also involve risks and uncertainties, many of which are
beyond the DowDuPont’s control. Some of the important factors that could
cause DowDuPont’s actual results (including DowDuPont’s agriculture
business, materials science business or specialty products business) to
differ materially from those projected in any such forward-looking
statements include, but are not limited to: (i) ability and costs to
achieve all the expected benefits, including anticipated cost and growth
synergies, from the integration of The Dow Chemical Company and E. I. du
Pont de Nemours and Company and the Intended Business Separations; (ii)
the incurrence of significant costs in connection with the integration
of The Dow Chemical Company and E. I. du Pont de Nemours and Company and
the Intended Business Separations; (iii) risks outside the control of
DowDuPont, which could impact the decision of the DowDuPont Board of
Directors to proceed with the Intended Business Separations, including,
among others, global economic conditions, instability in credit markets,
declining consumer and business confidence, fluctuating commodity prices
and interest rates, volatile foreign currency exchange rates, tax
considerations, and other challenges that could affect the global
economy, specific market conditions in one or more of the industries of
the businesses proposed to be separated, and changes in the regulatory
or legal environment and the requirement to redeem $12.7 billion of
DowDuPont notes if the Intended Business Separations are abandoned or
delayed beyond May 1, 2020; (iv) potential liability arising from
fraudulent conveyance and similar laws in connection with the
separations and distributions; (v) disruptions or business uncertainty,
including from the Intended Business Separations, could adversely impact
DowDuPont’s business, or financial performance and its ability to retain
and hire key personnel; (vi) uncertainty as to the long-term value of
DowDuPont common stock; (vii) potential inability to access the capital
markets; and (viii) risks to DowDuPont’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 DowDuPont, adversely impact demand
or production; ability to discover, develop and protect new technologies
and to protect and enforce the DowDuPont’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 DowDuPont’s current, quarterly and annual
reports and other filings made with the U. S. Securities and Exchange
Commission (the “Commission”) as well as the registration statement on
Form 10 of Dow and the preliminary registration statement on Form 10 of
Corteva, in each case as may be amended from time to time in future
filings with the Commission. 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 Corteva’s consolidated financial condition,
results of operations, credit rating or liquidity. None of DowDuPont,
Dow or Corteva 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 the 2018 annual reports on Form 10-K
of DowDuPont and as set forth in the preliminary registration statements
on Form 10 of each of Dow and Corteva, in each case as may be amended
from time to time in future filings with the Commission.
Trademarks
We own or have rights to various trademarks, service marks and trade
names that we use in connection with the operation of our business. 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 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 communication 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.
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DowDuPont
Investors:
Lori Koch
lori.d.koch@dupont.com
+1
302-999-5631
Media:
Dan Turner
daniel.a.turner@dupont.com
+1
302-996-8372
Dow
Investors:
Neal Sheorey
nrsheorey@dow.com
+1
989-636-6347
Media:
Rachelle Schikorra
ryschikorra@dow.com
+1
989-638-4090
Source: DowDuPont