DowDuPont™ (NYSE:DWDP) today announced the successful completion of the merger of equals between The Dow Chemical Company (“Dow”) and E.I. du Pont de Nemours & Company (“DuPont”), effective Aug. 31, 2017. The combined entity is operating as a holding company under the name “DowDuPont™” with three divisions – Agriculture, Materials Science and Specialty Products.
Shares of DuPont and Dow ceased trading at the close of the New York Stock Exchange (NYSE) on Aug. 31, 2017. Beginning today, DowDuPont will start trading on the New York Stock Exchange under the stock ticker symbol “DWDP.” Pursuant to the merger agreement, Dow shareholders received a fixed exchange ratio of 1.00 share of DowDuPont for each Dow share, and DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share.
“Today marks a significant milestone in the storied histories of our two companies,” said Andrew Liveris, executive chairman of DowDuPont. “We are extremely excited to complete this transformational merger and move forward to create three intended industry-leading, independent, publicly traded companies. While our collective heritage and strength are impressive, the true value of this merger lies in the intended
creation of three industry powerhouses that will define their markets and drive growth for the benefit of all stakeholders. Our teams have been working for more than a year on integration planning, and -- as of today -- we will hit the ground running on executing those plans with an intention to complete the separations as quickly as possible.”
“For shareholders, customers and employees, closing this transaction is a definitive step toward unlocking higher value and greater opportunities through a future built on sustainable growth and innovation,” said Ed Breen, chief executive officer of DowDuPont. “DowDuPont is a launching pad for three intended strong companies that will be better positioned to reinvest in science and innovation, solve our customers’ ever-evolving challenges, and generate long-term returns for our shareholders. With the merger now complete, our focus is on finalizing the organizational structures that will be the foundations of these three intended strong companies and capturing the synergies to unlock value. With clear focus, market visibility and more productive R&D, each intended company will be equipped to compete successfully as an industry leader.”
Board and Governance
The Board of Directors of DowDuPont comprises 16 members – eight directors formerly on the DuPont Board and eight directors formerly on the Dow Board. There are two lead directors: Jeffrey Fettig, who previously served as the lead independent director for Dow; and Alexander Cutler, who previously served as the lead independent director for DuPont. Liveris serves as the executive chairman of the Board and Breen also serves on the Board. Other Board members include:
• From Dow:
o James A. Bell, Former Chief Financial Officer, Boeing
o Raymond J. Milchovich, Former Chairman and CEO, Foster Wheeler AG
o Paul Polman, CEO, Unilever PLC and Unilever N.V.
o Dennis H. Reilley, Non-Executive Chairman, Marathon Oil Corp.
o James M. Ringler, Chairman, Teradata Corporation
o Ruth G. Shaw, Former Group Executive, Public Policy and President, Duke Nuclear
• From DuPont:
o Lamberto Andreotti, Former Chair of the Board and CEO of Bristol-Myers Squibb Company
o Robert A. Brown, President of Boston University
o Marillyn A. Hewson, Chairman, President, and Chief Executive Officer of Lockheed Martin
o Lois D. Juliber, Former Vice Chairman and Chief Operating Officer of Colgate-Palmolive
o Lee M. Thomas, Former Chairman and Chief Executive Officer of Rayonier Inc.
o Patrick J. Ward, Chief Financial Officer of Cummins, Inc.
Three Advisory Committees have been established by the DowDuPont Board, chartered to generally oversee the establishment of each of the Agriculture, Materials Science (Dow) and Specialty Products divisions in preparation for the separations. Additionally, each Advisory Committee will develop a capital structure in accordance with the guiding principles set forth in the Bylaws, and designate the future chief executive officer and leadership team of its respective intended company.
As previously announced, DowDuPont will be led by a proven leadership team that reflects the strengths and capabilities of both companies. Along with Liveris and Breen, it includes the following executives:
• Howard Ungerleider, Chief Financial Officer
• Stacy Fox, General Counsel and Corporate Secretary
• Charles J. Kalil, Special Counsellor to the Executive Chairman, General Counsel for the Materials Science Division
• James C. Collins, Jr., Chief Operating Officer for the Agriculture Division
• Jim Fitterling, Chief Operating Officer for the Materials Science Division
• Marc Doyle, Chief Operating Officer for the Specialty Products Division
Dupont News Release, 01/09/2017
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