Highly synergetic Transaction
DuPont and Dow to combine in merger of equals
18.01.2016 – DuPont and The Dow Chemical Company on 11 december 2015 announced that their boards of directors unanimously approved a definitive agreement under which the companies will combine in an all-stock merger of equals. The combined company will be named DowDuPont. The parties intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies through tax-free spin-offs. This would occur as soon as feasible, which is expected to be 18 to 24 months following the closing of the merger, subject to regulatory and board approval.
The companies will include a leading global pure-play agriculture company; a leading global pure-play material science company; and a leading technology and innovation-driven specialty products company. Each of the businesses will have clear focus, an appropriate capital structure, a distinct and compelling investment thesis, scale advantages, and focused investments in innovation to better deliver superior solutions and choices for customers.
“This transaction is a game-changer for our industry and reflects the culmination of a vision we have had for more than a decade to bring together these two powerful innovation and material science leaders,” said Andrew N. Liveris, Dow’s chairman and chief executive officer. “Over the last decade our entire industry has experienced tectonic shifts as an evolving world presented complex challenges and opportunities – requiring each company to exercise foresight, agility and focus on execution. This transaction is a major accelerator in Dow’s ongoing transformation, and through this we are creating significant value and three powerful new companies. This merger of equals significantly enhances the growth profile for both companies, while driving value for all of our shareholders and our customers.”
“This is an extraordinary opportunity to deliver long-term, sustainable shareholder value through the combination of two highly complementary global leaders and the creation of three strong, focused, industry-leading businesses,” said Edward D. Breen, chairman and chief executive officer of DuPont. “For DuPont, this is a definitive leap forward on our path to higher growth and higher value. This merger of equals will create significant near-term value through substantial cost synergies and additional upside from growth synergies. Longer term, the three-way split we intend to pursue is expected to unlock even greater value for shareholders and customers and more opportunity for employees as each business will be a leader in attractive segments where global challenges are driving demand for these businesses’ distinctive offerings.”
Upon closing of the transaction, the combined company would be named DowDuPont and have a combined market capitalization of approximately 130 billion US$ at announcement. Dow and DuPont shareholders will each own approximately 50 % of the combined company, on a fully diluted basis, excluding preferred shares. The transaction is expected to deliver approximately 3 billion US$ in cost synergies.
Dow Site in Schkopau (Picture: The Dow Chemical Company/Horst Fechner)
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