WILMINGTON, Del. and
MIDLAND, Mich., June 10, 2016 /PRNewswire/ -- DuPont (NYSE: DD)
and The Dow Chemical Company (NYSE: DOW) today announced that the
registration statement on Form S-4 filed with the U.S. Securities
and Exchange Commission ("SEC") by DowDuPont Inc. ("DowDuPont") on
March 1, 2016, as amended, was
declared effective on June 9, 2016.
The registration statement was filed in connection with the
proposed merger of equals of Dow and DuPont and includes a joint
proxy statement of Dow and DuPont and a prospectus of
DowDuPont.
The companies also announced that they have each scheduled
special meetings of their respective stockholders to seek adoption
of the merger agreement and approval of related matters from such
stockholders, a key milestone in the process to merge and pursue
the intended spins of three highly focused, independent
companies.
- DuPont's special meeting of stockholders will be held on
July 20, 2016 at 10:00am, at 974 Centre Road, Chestnut Run Plaza
Building 730, Wilmington, DE
19805.
- Dow's special meeting of stockholders will be held on
July 20, 2016 at 10:00am, at the Employee Development Center, Dow
Corporate Center, Midland,
Michigan 48674.
Each company's common stockholders of record as of the close of
business on June 2, 2016 are entitled
to vote at the respective meeting and will receive the joint proxy
statement/prospectus, which will be mailed to shareholders
beginning June 10, 2016. The
joint proxy statement/prospectus contains important information
about the proposed merger transactions, the merger agreement and
the proposals to be considered at the special meetings.
Both Dow's and DuPont's boards of directors unanimously
recommend that its respective stockholders vote "FOR" adoption of
the merger agreement and approval of related matters. The parties
continue to expect the transaction to close in the second half of
2016, subject to satisfaction of customary closing conditions,
including receipt of shareholder and regulatory approvals.
DuPont and Dow intend that, following the consummation of the
merger, the combined company will pursue the separation of the
combined company's Agriculture business, Material Science business
and Specialty Products business into three independent, publicly
traded companies, subject to the receipt of approval by the
DowDuPont board and any required regulatory approvals. The intended
subsequent separation into three independent, publicly traded
companies is expected to be consummated as soon as practicable
following the merger closing, but consummation of the separations
is not expected to exceed 18-24 months after the merger
closing.
The Form S-4 is available on the SEC's website (as filed under
DowDuPont), and may be accessed at: www.sec.gov.
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 the
intersection of chemical, physical and biological sciences 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"), and the SEC has
declared effective on June 9, 2016, a
registration statement on Form S-4 (File No. 333-209869) (as
amended, the "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 constitutes a
prospectus of DowDuPont. 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 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 REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS
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
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of
the Registration Statement, the joint proxy statement/prospectus
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 Registration Statement
filed on June 7, 2016, 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 Registration
Statement filed on June 7, 2016,
which are filed with the SEC. A more complete description is
available in the Registration Statement 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 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
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