WILMINGTON, Del. and MIDLAND, Mich., May 17, 2017 /PRNewswire/ -- DuPont (NYSE: DD) and The Dow Chemical Company (NYSE: DOW) announced that
Brazil's Administrative Council for Economic Defense (CADE) has granted conditional regulatory
approval of their proposed merger of equals.
CADE's approval of the merger is subject to the implementation of remedies that maintain the strategic logic and value
creation potential of the transaction for all stakeholders. The remedies include the divestment of a select portion of Dow
AgroSciences' corn seed business in Brazil, including some seed processing plants and seed
research centers, a copy of Dow AgroSciences' Brazilian corn germplasm bank, the Morgan brand and a license for the use of the
Dow Seeds brand for a certain period of time.
This local remedy is incremental to the previously announced divestment of certain parts of DuPont's global crop protection
portfolio and R&D pipeline and organization and Dow's global Ethylene Acrylic Acid copolymers and ionomers business,
consistent with commitments already made to the European Commission and regulatory agencies in other jurisdictions.
The receipt of conditional approval in Brazil represents a very positive outcome for the
merger transaction, which will position the companies to unlock significant value for all stakeholders as they pursue the
subsequent intended separation into three industry leaders in Agriculture, Materials Science, and Specialty Products.
Dow and DuPont continue to work constructively with regulators in the remaining relevant jurisdictions to obtain clearance for
the merger, which they are confident will be achieved. The companies continue to anticipate closing the merger between
August 1, 2017 and September 1, 2017, with the intended spins to
occur within 18 months of closing. The companies expect that the first step of the intended separation process will be the
spin-off of the Materials Science Company, assuming such sequencing would allow for the completion of all intended spin-offs
within 18 months of merger closing and would not adversely impact the value of the intended spin-offs.
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.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/dow-and-dupont-receive-conditional-regulatory-approval-in-brazil-for-proposed-merger-of-equals-300459291.html
SOURCE DuPont