WILMINGTON, Del. and MIDLAND, Mich., May 11, 2017 /PRNewswire/ -- DuPont (NYSE:DD) and The Dow Chemical Company (NYSE:DOW) today announced the
members of the Board of Directors for the proposed merger of equals transaction of the two companies.
As determined by the merger agreement, the DowDuPont Board will consist of 16 directors – eight current Dow directors and
eight current DuPont directors, as follows:
- From Dow:
-
-
Andrew N.
Liveris , Chairman and CEO, The Dow Chemical Company
-
Jeff M.
Fettig , Chairman and CEO, Whirlpool Corporation*
-
James A. Bell
, Former Chief Financial Officer, Boeing
-
Raymond J.
Milchovich , Former Chairman and CEO, Foster Wheeler
-
Paul Polman
, CEO, Unilever
-
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
- From DuPont:
-
-
Edward D. Breen , Chair and CEO, DuPont
-
Alexander (Sandy) M. Cutler , Former Chairman & Chief Executive Officer of Eaton*
-
Lamberto Andreotti , Former Chair of the Board and CEO of Bristol-Myers Squibb
-
Robert A. Brown , President of Boston University
-
James L. Gallogly , Former Chairman of the Management Board and CEO of LyondellBasell Industries N.V.
-
Marillyn A. Hewson , Chairman, President, and Chief Executive Officer of Lockheed Martin Corporation
-
Lois D. Juliber , Former Vice Chairman and Chief Operating Officer of Colgate-Palmolive Company
-
Lee M. Thomas , Former Chairman and Chief Executive Officer of Rayonier
*Co-Lead Director of DowDuPont
The appointments will be effective upon completion of the proposed merger transaction. While both companies work toward
closing, the DuPont and Dow boards continue to advance the governance structure for DowDuPont. Identified priorities of the
DowDuPont Board include fulfilling governance and compliance requirements, and undertaking, as soon as practicable, a
comprehensive review of the portfolios and their alignment, the total synergies and the time to spin each of the divisions. These
priorities have been established in anticipation of the intended separation of DowDuPont into independent, publicly-traded
companies through tax-efficient spin-offs.
"Today's announcement is another significant milestone in our progress to complete this value-creating transaction," said
Andrew N. Liveris, chairman and chief executive officer of Dow. "Each of these executives brings
decades of experience to the Board of DowDuPont, and we look forward to working with this world-class Board to help capture the
committed synergies and drive the intended spins as swiftly as possible."
"The DowDuPont board of directors will be composed of highly accomplished leaders who are intently focused on the creation of
long-term value for shareholders," said Ed Breen, chairman and chief executive officer of
DuPont. "Together we will deliver on the significant promise of the DowDuPont combination and the subsequent intended
creation of world-leading companies – enabling innovation, growth and reinvestment that will benefit all stakeholders."
As previously disclosed, the companies will include a leading global pure-play Agriculture company; a leading global pure-play
Materials Science company; and a leading technology and innovation-driven Specialty Products company. The DowDuPont Board is
committed to ensuring that each of the companies will have clear focus, an appropriate capital structure, a distinct and
compelling investment thesis, scale advantages, and focused investments in innovation to better deliver superior solutions and
choices for customers.
The companies reaffirm their expectation for closing of the merger to occur between August 1,
2017 and September 1, 2017, with the intended spin-offs to occur within 18 months of
closing.
Additional information is available at www.dowdupontunlockingvalue.com.
ABOUT DOW
Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The
Company is driving innovations that extract value from material, polymer, chemical and biological science to help address many of
the world's most challenging problems, such as the need for fresh food, safer and more sustainable transportation, clean water,
energy efficiency, more durable infrastructure, and increasing agricultural productivity. Dow's integrated, market-driven
portfolio delivers a broad range of technology-based products and solutions to customers in 175 countries and in high-growth
sectors such as packaging, infrastructure, transportation, consumer care, electronics, and agriculture. In 2016, Dow had annual
sales of $48 billion and employed approximately 56,000 people worldwide. The Company's more than
7,000 product families are manufactured at 189 sites in 34 countries across the globe. References to "Dow" or the "Company" mean
The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be
found at www.dow.com.
ABOUT DUPONT
DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative
products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and
thought leaders, we can help find solutions to such global challenges as providing enough healthy food for people everywhere,
decreasing dependence on fossil fuels, and protecting life and the environment. For additional information about DuPont and its
commitment to inclusive innovation, please visit www.dupont.com.
Cautionary Notes on 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. Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such transaction on a timely matter or at all, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are
not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining regulatory
approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies
for the management, expansion and growth of the new combined company's operations and other conditions to the completion of the
merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and
costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the
configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the
agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient
transactions on anticipated terms 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,
disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction
that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed
transaction will harm Dow's or DuPont's business, including current plans and operations, (vi) the ability of Dow or DuPont to
retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the
announcement or completion of the merger, (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 merger that
could affect Dow's and/or DuPont's financial performance, (xii) certain restrictions during the pendency of the merger that may
impact Dow's or DuPont's ability to pursue certain business opportunities or strategic transactions and (xiii) 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 proposed
merger, are more fully discussed in the joint proxy statement/prospectus included in the Registration Statement filed with the
SEC in connection with the proposed merger. 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 Dow's or DuPont's consolidated financial
condition, results of operations, credit rating or liquidity. Neither Dow nor 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.
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SOURCE DuPont