WILMINGTON, Del., Aug. 21,
2023 /PRNewswire/ -- DuPont (NYSE: DD) today
announced a definitive agreement to sell an 80.1% ownership
interest in the Delrin® acetal homopolymer (H-POM)
business1 to TJC LP (TJC) in a transaction valuing the
business at $1.8 billion.
TJC has received fully committed financing in connection with
the transaction, which is expected to close around year-end 2023,
subject to customary closing conditions and regulatory
approval.
At close, DuPont will receive pre-tax cash proceeds of
approximately $1.25 billion, subject
to customary transaction adjustments, a note receivable of
$350 million, and will own a 19.9%
non-controlling common equity interest in the Delrin business.
"Today's announcement largely completes our planned exit of the
former M&M segment, advancing our position as a premier
multi-industrial company," said Ed
Breen, DuPont Executive Chairman and Chief Executive
Officer. "This transaction is structured to maximize value for our
shareholders, providing significant cash proceeds at close to be
deployed in line with our strategic priorities while providing an
opportunity for DuPont to participate in future upside potential
upon exit of our retained equity interest in the
Delrin business."
"We are excited to partner with TJC given their successful track
record of creating value through an operations-focused approach and
are confident in their ability to drive growth and opportunity for
employees and customers of the Delrin business," Breen
continued.
"Delrin is widely recognized as the material of choice for
safety critical and high cost-of-failure applications across
diverse end markets," said Ian
Arons, TJC Partner. "For over 60 years the Delrin business
has leveraged its differentiated technologies and global
manufacturing presence to provide its customers high quality,
innovative solutions. We are thrilled to have DuPont as a partner,
and we look forward to working closely with the entire Delrin team
to drive future growth in the business."
The results of operations of the Delrin business will continue
to be presented as discontinued operations in DuPont's consolidated
financial statements through transaction closing.
Goldman Sachs & Co. LLC is serving as DuPont's financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal counsel. Citi is acting as financial advisor and Kirkland
& Ellis LLP are serving as legal counsel to TJC.
1 Appropriate works council information and
consultation processes are underway in connection with the
transaction. As is customary in connection with certain works
council requirements in the Netherlands, TJC has agreed to buy
the Delrin® business in the
Netherlands if DuPont exercises a put option under the
definitive agreements after completing the required works council
consultation process.
About TJC
TJC (formerly known as The Jordan Company),
founded in 1982, is a middle-market private equity firm that has
raised funds with original capital commitments in excess of
$22 billion and a 41-year track
record of investing in and contributing to the growth of many
businesses across a wide range of industries including Diversified
Industrials; Technology, Telecom & Power; Logistics &
Supply Chain and Consumer & Healthcare. The senior investment
team has been investing together for over 20 years and is supported
by the Operations Management Group, which was established in 1988
to initiate and support operational improvements in portfolio
companies. TJC has offices in New York, Miami, Chicago and Stamford. For more
information, visit www.tjclp.com.
About DuPont
DuPont (NYSE: DD) is a global innovation leader with
technology-based materials and solutions that help transform
industries and everyday life. Our employees apply diverse science
and expertise to help customers advance their best ideas and
deliver essential innovations in key markets including electronics,
transportation, construction, water, healthcare and worker safety.
More information about the company, its businesses and solutions
can be found at www.dupont.com. Investors can access information
included on the Investor Relations section of the website at
investors.dupont.com.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, SM or ® are
owned by affiliates of DuPont de Nemours, Inc. unless otherwise
noted.
Cautionary Statement Regarding 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," and
similar expressions and variations or negatives of these words.
Forward-looking statements address matters that are, to varying
degrees, uncertain and subject to risks, uncertainties, and
assumptions, many of which that are beyond DuPont's control, that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Forward-looking
statements are not guarantees of future results. Some of the
important factors that could cause DuPont's actual results to
differ materially from those projected in any such forward-looking
statements include, but are not limited to: (i) the
possibility that the Company may fail to realize the anticipated
benefits of the $5 billion
share repurchase program announced on November 8, 2022 and that the program may be
suspended, discontinued or not completed prior to its termination
on June 30, 2024; (ii) risks
and uncertainties related to the settlement agreement concerning
PFAS liabilities reached June 2023
with plaintiff water utilities by Chemours, Corteva, EIDP and
DuPont, including timing of court approval and the level of
opt-outs from the settlement (iii) risks and costs related to
each of the parties respective performance under and the impact of
the arrangement to share future eligible PFAS costs by and between
DuPont, Corteva and Chemours, including the outcome of any pending
or future litigation related to PFAS or PFOA, including personal
injury claims and natural resource damages claims; the extent and
cost of ongoing remediation obligations and potential future
remediation obligations; changes in laws and regulations applicable
to PFAS chemicals; (iv) ability to achieve anticipated tax
treatments in connection with mergers, acquisitions, divestitures
and other portfolio changes actions and impact of changes in
relevant tax and other laws; (v) indemnification of certain legacy
liabilities; (vi) failure to timely close on anticipated
terms (or at all), realize expected benefits and effectively manage
and achieve anticipated synergies and operational efficiencies in
connection with mergers, acquisitions, divestitures and other
portfolio changes; (vii) risks and uncertainties, including
increased costs and the ability to obtain raw materials and
meet customer needs, related to operational and supply chain
impacts or disruptions, which may result from, among other events,
pandemics and responsive actions; timing and recovery from demand
declines in consumer-facing markets, including in China; and geo-political and weather related
events; (viii) ability to offset increases in cost of inputs,
including raw materials, energy and logistics; (ix) risks from
continuing or expanding trade disputes or restrictions, including
on exports to China of
U.S.-regulated products and technology impacting the semiconductor
business; (x) risks, including ability to achieve, and costs
associated with DuPont's sustainability strategy including the
actual conduct of the company's activities and results thereof, and
the development, implementation, achievement or continuation of any
goal, program, policy or initiative discussed or expected; and (xi)
other risks to DuPont's business, operations; each as further
discussed in DuPont's most recent annual report and subsequent
current and periodic reports filed with the U.S. Securities and
Exchange Commission. 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 or supply chain
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. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. 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
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SOURCE DuPont