WILMINGTON, Del., June 14, 2017 /PRNewswire/ -- DuPont (NYSE:
DD) today announced that the waiting periods for the approval of
its transactions with FMC Corporation ("FMC") under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired
without a request for additional information and documentary
material by the U.S. Department of Justice. The expiration of the
last of the two waiting periods occurred at 11:59 p.m. EST on June
9. The expirations satisfy certain conditions to the closing
of the proposed transactions with FMC, which include FMC acquiring
a portion of DuPont Crop Protection business, including certain
research and development capabilities, and DuPont acquiring
substantially all of FMC's Health & Nutrition business.
DuPont continues to expect the FMC transactions to close in the
fourth quarter of 2017, subject to the closing of the DuPont and
Dow merger, in addition to other customary closing conditions,
including regulatory approvals.
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.
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 merger of equals transaction with The
Dow Chemical Company (the "DowDuPont Merger") and the proposed
transaction with FMC and the anticipated benefits thereof. These
and other forward-looking statements, including the failure to
consummate the DowDuPont Merger or the proposed transaction or to
make or take any filing or other action required to consummate such
transactions in a timely manner 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 DowDuPont Merger and the
proposed transaction on anticipated terms and timing, including
obtaining 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 or the Health and Nutrition business's
operations and other conditions to the completion of the DowDuPont
Merger and the proposed transaction, (ii) the possibility that the
DowDuPont Merger and the proposed transaction may not close,
including because the various approvals, authorizations and
declarations of non-objections from certain regulatory and
governmental authorities with respect to either the DowDuPont
Merger or the proposed transaction may not be obtained, on a timely
basis or otherwise, including that these regulatory or governmental
authorities may not approve of FMC as an acceptable purchaser of
the Ag business in connection with the proposed transaction or may
impose conditions on the granting of the various approvals,
authorizations and declarations of non-objections, including
requiring the respective Dow, DuPont and FMC businesses, including
the Health and Nutrition business (in the case of DuPont) and the
Ag business (in the case of FMC), to divest certain assets if
necessary to obtain certain regulatory approvals or otherwise
limiting the ability of the combined company to integrate parts of
the Dow and DuPont businesses and/or the DuPont and Health and
Nutrition businesses, (iii) the ability of DuPont to integrate the
Health and Nutrition business successfully and to achieve
anticipated synergies, (iv) potential litigation or regulatory
actions relating to the DowDuPont Merger or the proposed
transaction that could be instituted against DuPont or its
directors, (v) the risk that disruptions from the DowDuPont Merger
or the proposed transaction will harm DuPont's business, including
current plans and operations, (vi) the ability of DuPont to retain
and hire key personnel, (vii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the DowDuPont Merger or the proposed transaction,
(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 DowDuPont Merger or the proposed transaction that could affect
DuPont's financial performance, (xii) certain restrictions during
the pendency of the DowDuPont Merger or the proposed transaction
that may impact 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 DowDuPont Merger
or the proposed transaction, are or will be more fully discussed in
(1) DuPont's most recently filed Form 10-K, 10-Q and 8-K reports,
(2) DuPont's subsequently filed Form 10-K and 10-Q reports and (3)
the joint proxy statement/prospectus included in the Registration
Statement filed with the SEC in connection with the DowDuPont
Merger. While the list of factors presented here is, and the list
of factors presented in the relevant Form 10-K, 10-Q and 8-K
reports and 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 DuPont's consolidated financial
condition, results of operations, credit rating or liquidity.
DuPont assumes no 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/hsr-waiting-period-expires-for-dupont-fmc-transactions-300473847.html
SOURCE DuPont