Dow, DuPont Complete Merger

Dow and DuPont have merged and, on Friday, said they will operate as a holding company, DowDuPont, with three divisions: Agriculture, Materials Science and Specialty Products, according to a joint press release.

DowDuPont will start trading on the New York Stock Exchange under the stock ticker symbol “DWDP,” the press release states.

Pursuant to the merger agreement, Dow shareholders received a fixed exchange ratio of 1.00 share of DowDuPont for each Dow share, according to Associate Director of Corporate Media, Financial and Strategic Communications, Rachelle Schikorra.

DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share, according to Dan Turner of DuPont.

“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.”

DowDuPont’s Board of Directors is comprised of 16 members – eight directors formerly on the DuPont Board and eight directors formerly on the Dow Board.

The two lead directors are Jeffrey Fettig (Dow) and Alexander Cutler (DuPont), who serves as the lead independent directors at their respective companies. 

Liveris will serve as the executive chairman; Breen is a board member. 

Joining them from Dow:

• James A. Bell, former CFO, Boeing;
• Raymond J. Milchovich, former chairman and CEO, Foster Wheeler AG;
• Paul Polman, CEO, Unilever PLC and Unilever N.V.
• Dennis H. Reilley, non-executive chairman, Marathon Oil Corp.;
• James M. Ringler, chairman, Teradata Corporation;
• Ruth G. Shaw, former group executive, Public Policy and president, Duke Nuclear;

And from DuPont:

• Lamberto Andreotti, former chair of the Board and CEO of Bristol-Myers Squibb Company;
• Robert A. Brown, Boston University president;
• Marillyn A. Hewson, chairman, president, and CEO of Lockheed Martin Corporation;
• Lois D. Juliber, former vice chairman and COO of Colgate-Palmolive Company;
• Lee M. Thomas, former chairman and CEO of Rayonier Inc.;
• Patrick J. Ward, CFO of Cummins, Inc.

DowDuPont said its board created three advisory committees “chartered to generally oversee the establishment of each of the Agriculture, Materials Science (Dow) and Specialty Products divisions in preparation for the separations.”

Each advisory committee will develop a capital structure and designate the future chief executive officer and leadership team of its respective intended company, per the press release.

The following are DowDuPont officers: 

• Howard Ungerleider, CFO;
• 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., COO for the Agriculture Division;
• Jim Fitterling, COO for the Materials Science Division;
• Marc Doyle, COO for the Specialty Products Division