Effective August 31, 2017, the Company and The Dow Chemical Company
(
Dow
) completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger dated as of December 11, 2015, as amended on March 31, 2017, (the
Merger
Agreement
), by and among Dow, the Company, DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.) (
DowDuPont
), Diamond Merger Sub, Inc. (
Diamond Merger Sub
) and Orion Merger Sub, Inc. (
Orion Merger
Sub
). Pursuant to the Merger Agreement, (i) Diamond Merger Sub was merged with and into Dow, with Dow surviving the merger as a subsidiary of DowDuPont (the
Diamond Merger
) and (ii) Orion Merger Sub was merged
with and into the Company, with the Company surviving the merger as a subsidiary of DowDuPont (the
Orion Merger
and together with the Diamond Merger, the
Mergers
). Following the consummation of the Mergers, each
of Dow and the Company became subsidiaries of DowDuPont.
Upon completion of the Diamond Merger, each share of common stock, par value
$2.50 per share, of Dow (the
Dow Common Stock
) (excluding any shares of Dow Common Stock that were held in treasury immediately prior to the effective time of the Diamond Merger, which were automatically canceled and retired for
no consideration) was converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01 per share, of DowDuPont (the
DowDuPont Common Stock
). Upon completion of the Orion Merger,
(i) each share of common stock, par value $0.30 per share, of the Company (the
DuPont Common Stock
) (excluding any shares of DuPont Common Stock that were held in treasury immediately prior to the effective time of the Orion
Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any fractional shares of
DowDuPont Common Stock, and (ii) each share of DuPont Preferred Stock$4.50 Series and DuPont Preferred Stock$3.50 Series (collectively, the
DuPont Preferred Stock
) issued and outstanding immediately prior to the
effective time of the Mergers remains issued and outstanding and was unaffected by the Mergers.
As provided in the Merger Agreement, at
the effective time of the Mergers, (i) all options, deferred stock, performance deferred stock and other equity awards relating to shares of Dow Common Stock outstanding immediately prior to the effective time of the Mergers were generally
automatically converted into options, deferred stock, performance deferred stock and other equity awards, respectively, relating to shares of DowDuPont Common Stock after giving effect to appropriate adjustments to reflect the Mergers and otherwise
generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the effective time of the Mergers, and (ii) all options relating to shares of DuPont Common Stock that were outstanding
immediately prior to the effective time of the Mergers were generally automatically converted into options relating to shares of DowDuPont Common Stock and all restricted stock units and performance based restricted stock units relating to shares of
DuPont Common Stock that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into restricted stock units relating to shares of DowDuPont Common Stock, in each case, after giving effect to
appropriate adjustments to reflect the Mergers and otherwise generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the effective time of the Mergers.
The issuance of shares of DowDuPont Common Stock in connection with the Mergers, as described above, was registered under the Securities Act
of 1933, as amended, pursuant to a registration statement on Form S4 (File No. 333-209869), filed by DowDuPont with the Securities and Exchange Commission (the
SEC
) and declared effective on June 9, 2016.
The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as Exhibits 2.1 and 2.2 hereto and is incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Company, Dow or DowDuPont, and
should not be relied upon as disclosure about the Company, Dow or DowDuPont without consideration of any periodic and current reports and statements that the Company, Dow and DowDuPont may file with the SEC. The terms of the Merger Agreement govern
the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Merger Agreement. In particular, the representations and warranties made by the parties to each other in the Merger
Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during
negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you
should not rely on them as statements of fact.
Prior to the Orion Merger, shares of DuPont Common Stock were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended and listed on the New York Stock Exchange (the
NYSE
). As a result of the Orion Merger, on August 31, 2017, the Company requested that the NYSE withdraw the
shares of DuPont Common Stock from listing on the NYSE and file a Form 25 with the SEC to report that the shares of DuPont Common Stock are no longer listed on the NYSE. The shares of DuPont Common Stock were suspended from trading on the NYSE prior
to the open of trading on September 1, 2017.
The DuPont Preferred Stock remains listed on the NYSE.