Dow-DuPont merger finalized
The US$130 billion merger became effective as of yesterday (Aug 31), according to an announcement, when DuPont and Dow ceased trading at the close of the New York Stock Exchange (NYSE) on August 31.
Starting today DowDuPont will start trading under the stock ticker symbol “DWDP.”
“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.”
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.
The game-changing deal was first announced in December 2015
“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, CEO 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 finalising the organisational structures that will be the foundations of these three intended strong companies and capturing the synergies to unlock value."
Board & governance
The Board of Directors of DowDuPont is made up of 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.
Three advisory committees have been established by the DowDuPont Board, to generally oversee the establishment of each of the agriculture, materials science (Dow) and specialty products divisions in preparation for the separations.
According to the announcement, each committee will develop a capital structure and designate the future chief executive officer and leadership team of its respective intended company.
It also says that by combining the complementary strengths of Dow and DuPont, each intended company will be able to respond faster and more effectively to rapidly changing conditions with innovative products and greater choice.
In terms of the Agricultural division to be created, the merger will lead to a company “that brings together the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences to better serve growers around the world with a superior portfolio of solutions, greater choice and competitive price for value.”
The division will also be able to bring a “broader suite” of products to the market quickly which, according to the statement, will bolster relationships with growers by “delivering innovation to help them increase their productivity and profitability.”
The intended Agriculture Company will be headquartered in Wilmington, Delaware, with global business centers in Johnston, Iowa, and Indianapolis, Indiana.