WILMINGTON, Del. and
MIDLAND, Mich., May 23, 2016 /PRNewswire/ -- DuPont (NYSE:
DD) and The Dow Chemical Company (NYSE: DOW) today announced senior
leadership appointments for DowDuPont Inc. ("DowDuPont"), following
the consummation of the proposed merger of equals.
The appointments will be effective upon completion of the
proposed merger transaction, which is expected to close in the
second half of 2016, subject to satisfaction of customary closing
conditions, including receipt of stockholder and regulatory
approvals.
As previously disclosed, Andrew N. Liveris, chairman and chief
executive officer of Dow, will become executive chairman of
DowDuPont. Edward D. Breen, chair and chief executive officer of
DuPont, will become chief executive officer of DowDuPont. In
addition to other duties, Liveris will have responsibility for the
Material Science business, and Breen will have responsibility for
the Agriculture and Specialty Products businesses. Both executives
will report to the DowDuPont Board of Directors.
Senior leadership team appointments announced today include:
- Howard Ungerleider will become chief financial officer
for DowDuPont. Ungerleider is currently vice chairman and chief
financial officer of Dow, with executive oversight for Dow
AgroSciences, Dow's Corporate Strategy Development, Corporate
Planning, Finance, Information Technology & Business Services,
and chairman of Dow Corning, pending the successful close of Dow's
ownership restructuring of this joint venture on June 1.
- Stacy Fox will become general counsel for DowDuPont. Fox
is currently senior vice president and general counsel for
DuPont.
- Charles J. Kalil will become special counsellor to the
executive chairman of DowDuPont, as well as general counsel for the
Material Science business. Kalil is currently executive vice
president and general counsel of Dow.
- Jim Fitterling, currently president and chief operating
officer for Dow, will become chief operating officer for
DowDuPont's Material Science business, which DowDuPont intends to
separate as a leading, independent, pure-play industry leader,
subject to approval by the DowDuPont Board. The Material Science
business, to be named Dow, will consist of the Dow Performance
Plastics, Performance Materials & Chemicals, Infrastructure
Solutions, and Consumer Solutions (excluding the Dow Electronic
Materials business) operating segments, as well as the DuPont
Performance Materials segment. It will also include Dow Corning
Silicones, pending the successful close of Dow's ownership
restructuring of this joint venture on June
1.
- James C. Collins, Jr., currently executive vice
president for DuPont and leader of DuPont's Agriculture business
segment, will become chief operating officer for DowDuPont's
Agriculture business, which DowDuPont intends to separate as a
leading, independent, pure-play agricultural company, subject to
approval by the DowDuPont Board. The Agriculture business will
unite DuPont's and Dow's Seed and Crop Protection businesses.
- Marc Doyle, currently executive vice president and
leader of DuPont's Electronics & Communications, Industrial
Biosciences, Nutrition & Health, Performance Materials and
Safety & Protection businesses, will become chief operating
officer for DowDuPont's Specialty Products business, which
DowDuPont intends to separate as a technology driven innovative
leader, subject to approval by the DowDuPont Board. The Specialty
Products business will include the DuPont Nutrition & Health,
Industrial Biosciences, Safety & Protection and Electronics
& Communications businesses, as well as the Dow Electronic
Materials business.
"Each of these executives has a proven track record of executing
against a strategic agenda and maximizing stockholder value
creation," said Liveris, chairman and chief executive officer of
Dow. "By combining the immense talent from both organizations,
DowDuPont's three business divisions will each have a strong and
focused leader at the helm driving a clear strategy designed to
deliver superior solutions and choices for customers, in addition
to setting up the three independent companies."
"Today's announcement of the DowDuPont senior leadership team
marks another major milestone in the process to merge and move
ahead with our intention to create three, highly focused,
independent companies," said Breen, chair and chief executive
officer of DuPont. "Drawing on two exceptional leadership teams, we
have put together a world-class group of executives that will be
responsible for quickly integrating the companies, capturing our
anticipated cost and revenue synergies and working to operate as
independent business divisions as soon as possible after the merger
closes."
The DowDuPont Board of Directors and other leadership roles are
expected to be announced prior to the closing of the merger. Upon
the completion of the DowDuPont merger, the DowDuPont Board will
establish three advisory committees chartered to generally oversee
the business affairs of each of the Agriculture business, Material
Science business and Specialty Products business in preparation for
the intended business separations. Additionally, each advisory
committee will develop a capital structure and select the
leadership team of its respective business.
Dow and DuPont currently anticipate that the intended business
separation transactions will be consummated as soon as practicable
following the consummation of the merger, but consummation of the
intended business separation transactions is not expected to exceed
18-24 months after the merger close.
ABOUT DOW
Dow (NYSE: DOW) combines the power of
science and technology to passionately innovate what is essential
to human progress. The Company is driving innovations that extract
value from material, polymer, chemical and biological science to
help address many of the world's most challenging problems such as
the need for clean water, clean energy generation and conservation,
and increasing agricultural productivity. Dow's integrated,
market-driven, industry-leading portfolio of specialty chemical,
advanced materials, agrosciences and plastics businesses delivers a
broad range of technology-based products and solutions to customers
in approximately 180 countries and in high-growth sectors such as
packaging, electronics, water, coatings and agriculture. In 2015,
Dow had annual sales of nearly $49
billion and employed approximately 49,500 people worldwide.
The Company's more than 6,000 product families are manufactured at
179 sites in 35 countries across the globe. References to "Dow" or
the "Company" mean The Dow Chemical Company and its consolidated
subsidiaries unless otherwise expressly noted. More information
about Dow can be found at www.dow.com.
ABOUT DUPONT
DuPont (NYSE: DD) has been bringing
world-class science and engineering to the global marketplace in
the form of innovative products, materials, and services since
1802. The company believes that by collaborating with customers,
governments, NGOs, and thought leaders, we can help find solutions
to such global challenges as providing enough healthy food for
people everywhere, decreasing dependence on fossil fuels, and
protecting life and the environment. For additional information
about DuPont and its commitment to inclusive innovation, please
visit www.dupont.com.
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction, DowDuPont Inc.
(f/k/a Diamond-Orion HoldCo, Inc.) ("DowDuPont") has filed with the
Securities and Exchange Commission ("SEC") a preliminary
registration statement on Form S-4 (File No. 333-209869) (as
may be amended from time to time, the "Preliminary Registration
Statement") that includes a joint proxy statement of The Dow
Chemical Company ("Dow") and E. I. du Pont de Nemours and Company
("DuPont") and that also will constitute a prospectus of DowDuPont.
These materials are not final and may be amended. Dow, DuPont and
DowDuPont may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the
joint proxy statement/prospectus or definitive registration
statement or any other document which Dow, DuPont or DowDuPont may
file with the SEC. INVESTORS AND SECURITY HOLDERS OF DOW AND DUPONT
ARE URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT, THE JOINT
PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE VERSIONS THEREOF AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free
copies of the Preliminary Registration Statement and the definitive
versions of these materials and other documents filed with the SEC
(when available) by Dow, DuPont and DowDuPont through the web site
maintained by the SEC at www.sec.gov or by contacting the investor
relations department of Dow or DuPont at the following:
Dow
|
DuPont
|
2030 Dow
Center
|
974 Centre
Road
|
Midland, MI
48674
|
Wilmington, DE
19805
|
Attention: Investor
Relations
|
Attention: Investor
Relations:
|
1-989-636-1463
|
1-302-774-4994
|
Participants in the Solicitation
Dow, DuPont, DowDuPont and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed
transaction. Information regarding Dow's directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in Dow's
Form 10-K for the year ended December 31,
2015, its proxy statement filed on April 1, 2016 and the joint proxy
statement/prospectus of Dow contained in the Preliminary
Registration Statement, which are filed with the SEC.
Information regarding DuPont's directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in DuPont's Form 10-K for the
year ended December 31, 2015, its
proxy statement filed on March 18,
2016 and the joint proxy statement/prospectus of DuPont
contained in the Preliminary Registration Statement, which are
filed with the SEC. A more complete description will be
available in the definitive registration statement on Form S-4 and
the joint proxy statement/prospectus.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Notes on 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," similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such
transaction on a timely matter or at all, 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. Important
risk factors that may cause such a difference include, but are not
limited to, (i) the completion of the proposed transaction on
anticipated terms and timing, including obtaining shareholder and
regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the new
combined company's operations and other conditions to the
completion of the merger, (ii) the ability of Dow and DuPont to
integrate the business successfully and to achieve anticipated
synergies, risks and costs and pursuit and/or implementation of the
potential separations, including anticipated timing, any changes to
the configuration of businesses included in the potential
separation if implemented, (iii) the intended separation of the
agriculture, material science and specialty products businesses of
the combined company post-mergers in one or more tax efficient
transactions on anticipated terms and timing, including a number of
conditions which could delay, prevent or otherwise adversely affect
the proposed transactions, including possible issues or delays in
obtaining required regulatory approvals or clearances, disruptions
in the financial markets or other potential barriers, (iv)
potential litigation relating to the proposed transaction that
could be instituted against Dow, DuPont or their respective
directors, (v) the risk that disruptions from the proposed
transaction will harm Dow's or DuPont's business, including current
plans and operations, (vi) the ability of Dow or DuPont to retain
and hire key personnel, (vii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the merger, (viii) uncertainty as to the long-term
value of DowDuPont common stock, (ix) continued availability of
capital and financing and rating agency actions, (x) legislative,
regulatory and economic developments, (xi) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect Dow's and/or
DuPont's financial performance, (xii) certain restrictions during
the pendency of the merger that may impact Dow's or DuPont's
ability to pursue certain business opportunities or strategic
transactions and (xiii) 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, as well as other risks associated with the proposed merger,
are more fully discussed in the joint proxy statement/prospectus
included in the Preliminary Registration Statement filed with the
SEC in connection with the proposed merger. While the list of
factors presented here is, and the list of factors presented in the
Preliminary Registration Statement are, 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 Dow's or DuPont's consolidated financial
condition, results of operations, credit rating or liquidity.
Neither Dow nor 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.
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SOURCE DuPont