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DowDuPont Board sets record and distribution dates for separation
of Dow, declares distribution ratio for Dow Inc. common stock
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Dow declares 2Q dividend of $525MM; reaffirms intent to issue
annual dividend payout of $2.1B and launch $3B open share repurchase
program after separation
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DowDuPont declares 2Q dividend of $325MM; reaffirms intent for
DuPont and Corteva to issue annual dividend payouts of $900MM and
$400MM, respectively
MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont (NYSE: DWDP) today announced that its board of directors has
approved the previously announced separation of DowDuPont’s Materials
Science Division, which will become the new Dow on April 1.
In connection with the separation, the DowDuPont board of directors
declared a pro rata dividend of all of the outstanding shares of common
stock of Dow Inc. (formerly known as Dow Holdings, Inc.), the parent
company of DowDuPont’s Material Science Division (“Dow”). 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.
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.
“Today’s announcement marks a major milestone toward successfully
separating Dow on April 1, to be followed by the expected separation of
Corteva Agriscience™ from the new DuPont on June 1,” said Ed Breen,
chief executive officer of DowDuPont. “We believe that each of the
intended three independent companies is set to be an industry leader
with the right management and capital structure to better serve
customers, compete in their end markets and focus on their innovation
priorities.”
After the separation, Dow will be an independent, publicly traded
company, pursuing its ambition to become the most innovative,
customer-centric, inclusive and sustainable materials science company in
the world.
“The new Dow is a more focused, disciplined and market-oriented
company,” said Jim Fitterling, chief operating officer of the Materials
Science division and chief executive officer elect of Dow. “We are fully
prepared for our separation from DowDuPont on April 1, and ready to
innovate and grow with our customers while delivering long-term value
for our shareholders.”
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.
In addition, DowDuPont’s board of directors also declared a dividend for
the second quarter of 2019, to be paid on May 28, 2019, of $325 million
in the aggregate on pro rata basis to DowDuPont stockholders of record
as of the close of business on April 26, 2019.
It is anticipated that “when-issued” trading in Dow common stock on the
New York Stock Exchange will begin on or about March 20, 2019 under the
symbol “DOW WI,” and that Dow common stock will begin “regular-way”
trading on the NYSE on April 2, 2019 under the symbol “DOW.”
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 distribution, 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 distribution. If you sell your
shares in the “regular-way” market prior to the last trading day prior
to the distribution, you will be selling your right to receive Dow
common stock in the distribution. Investors are encouraged to consult
with their financial advisors regarding the specific implication of
buying or selling DowDuPont common stock on or before the distribution
date.
The distribution of Dow common stock is subject to the satisfaction or
waiver of certain customary conditions, including, among other
conditions, the U.S. Securities and Exchange Commission (“SEC”) having
declared effective Dow’s registration statement on Form 10, as amended.
DowDuPont expects that all conditions to the distribution will be
satisfied by the distribution date.
Dow will make an Information Statement containing information about Dow
and the distribution available to shareholders of DowDuPont Inc. common
stock. The Form 10 includes information regarding the separation of Dow,
the distribution and Dow’s business, and can be found on DowDuPont’s
website at http://www.dow-dupont.com/investors/default.aspx.
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.
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 Holdings 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 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. 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.
Correct use of marks should be confirmed with business as appropriate.
Copyright
©2019 DowDuPont. All rights reserved
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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