DowDuPont™ Announces Completion of DuPont’s Transactions with FMC
MIDLAND, Mich., and WILMINGTON, Del., Nov. 1, 2017 – DowDuPont™ (NYSE:DWDP) today announced that DuPont has completed its acquisition of FMC Corporation’s Health & Nutrition business (FMC H&N), except for the Omega-3 business, and its divestment to FMC of a portion of DuPont’s Crop Protection business.
The transaction includes consideration to DuPont of $1.6 billion to reflect the difference in the value of the assets, including cash of $1.2 billion and working capital of $400 million, subject to customary adjustments. The divestiture satisfies DuPont’s commitments in connection with regulatory clearance of the merger with Dow, which was completed on August 31, 2017.
Strengthening DuPont Nutrition & Health’s Position as a Leading Specialty Ingredients Business
The acquisition of FMC H&N, which is being integrated into DuPont Nutrition & Health (DuPont N&H), builds on DuPont N&H’s position as one of the world’s leading providers of sustainable, bio-based food ingredients and expands its capabilities into the fast-growing pharma excipients space. FMC’s complementary portfolio and expertise will enhance DuPont N&H’s growth potential with a broader offering of products and solutions, an expanded footprint, a strong R&D pipeline, and access to different and complementary routes to market.
DuPont N&H is focused on customer-driven innovation. With highly differentiated products and solutions, in-depth knowledge of food and nutrition, advanced research and expert science, the business is uniquely positioned to deliver unmatched value to the food, beverage, dietary supplement and pharmaceutical industries. The business is part of the DowDuPont Specialty Products Division.
Establishing a Global Agriculture Leader with a Comprehensive and Balanced Portfolio and Robust Pipeline
DuPont completed the divestiture of its Cereal Broadleaf Herbicides and Chewing Insecticides portfolio to FMC. In addition, DuPont divested its Crop Protection R&D pipeline and organization, excluding seed treatment, nematicides and late-stage R&D programs, which it will continue to develop and bring to market, and excluding personnel needed to support marketed products and R&D programs that are now part of the DowDuPont Agriculture Division.
With the completion of this divestiture, the Agriculture Division is a global agriculture leader with a balanced portfolio and robust pipeline of innovative solutions across seed germplasm, biotech traits, crop protection, seed-applied technologies and digital agriculture. The Division’s enhanced capabilities will offer farmers superior solutions, greater choice and competitive price for value, helping them increase productivity and profitability.
Evercore and Goldman, Sachs & Co. served as DuPont’s financial advisors for the transaction, with Skadden, Arps, Slate, Meagher & Flom LLP acting as its legal advisor.
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at www.dow-dupont.com.
About DowDuPont Specialty Products Division
DowDuPont Specialty Products, a division of DowDuPont (NYSE: DWDP), is a global innovation leader with technology-based materials, ingredients 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, building and construction, health and wellness, food and worker safety. DowDuPont intends to separate the Specialty Products division into an independent, publicly traded company. More information can be found www.dow-dupont.com.
About DowDuPont Agriculture Division
DowDuPont Agriculture, a business division of DowDuPont (NYSE: DWDP), combines the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences. Together, the Agriculture Division provides growers around the world with the most complete portfolio in the industry, developed through a robust research pipeline across germplasm, biotech traits and crop protection. DowDuPont Agriculture is committed to delivering innovation, helping growers increase productivity and ensuring food security for a growing global population. DowDuPont intends to separate the Agriculture Division into an independent, publicly traded company. More information can be found at www.dow-dupont.com.
Cautionary Statement About 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.
On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) announced entry into an Agreement and Plan of Merger, as amended on March 31, 2017, (the “Merger Agreement”) under which the companies would combine in an all-stock merger of equals transaction (the “Merger Transaction”). Effective August 31, 2017, the Merger Transaction was completed and each of Dow and DuPont became subsidiaries of DowDuPont Inc. (“DowDuPont”). For more information, please see each of DowDuPont’s, Dow’s and DuPont’s latest annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, as the case may be, and the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by DowDuPont with the SEC on March 1, 2016 (File No. 333-209869), as last amended on June 7, 2016, and declared effective by the SEC on June 9, 2016 (the “Registration Statement”) in connection with the Merger Transaction.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including the intended separation of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) impact of the divestitures required as a condition to consummation of the Merger Transaction as well as other conditional commitments; (iii) achievement of the anticipated synergies by DowDuPont’s agriculture, materials science and specialty products businesses; (iv) risks associated with the Intended Business Separations, including those that may result from the comprehensive portfolio review undertaken by the DowDuPont board, changes and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, disruptions in the financial markets or other potential barriers; (v) the risk that disruptions from the Intended Business Separations will harm DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), including current plans and operations; (vi) the ability to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the completion of the merger or the Intended Business Separations; (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 Intended Business Separations that could affect the company’s financial performance and (xii) 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 merger and the Intended Business Separations, are more fully discussed in (1) the Registration Statement and (2) the current, quarterly and annual reports filed with the SEC by DowDuPont and to the extent incorporated by reference into the Registration Statement, by Dow and DuPont. While the list of factors presented here is, and the list of factors presented in 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 DowDuPont’s, Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any 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.