8-KMaterial AgreementsOther EventsExhibits & Filings

EIDP, Inc. 8-K Report, Material Agreement (Dec 11, 2015)

Filed December 11, 2015For Securities:CTA-PBCTA-PA

Summary

This 8-K filing by E. I. du Pont de Nemours and Company (DuPont) on December 11, 2015, announces a monumental "merger of equals" strategic combination with The Dow Chemical Company (TDCC). The transaction will be effected through an all-stock merger, forming a new holding company, initially named Diamond-Orion HoldCo, Inc., which will subsequently be renamed DowDuPont. Upon completion, DuPont and TDCC shareholders will each own approximately 50% of the combined entity. The stated intention post-merger is to subsequently separate the combined company into three independent, publicly traded entities focused on agriculture, material sciences, and specialty products, subject to board approval. The filing details the exchange ratios for common stock, the governance structure of the new entity, and the conditions precedent to closing the merger, including required shareholder and regulatory approvals.

Key Highlights

  • 1DuPont and Dow Chemical have entered into an Agreement and Plan of Merger to combine as a 'merger of equals' in an all-stock transaction.
  • 2A new holding company, Diamond-Orion HoldCo, Inc. (to be renamed DowDuPont), will be formed, with DuPont and Dow shareholders each owning approximately 50% of the combined entity.
  • 3Post-merger, the combined company plans to separate into three distinct, publicly traded companies focused on agriculture, material sciences, and specialty products.
  • 4DuPont shareholders will receive 1.2820 shares of HoldCo common stock for each share of DuPont common stock.
  • 5Dow Chemical shareholders will receive 1.0 share of HoldCo common stock for each share of Dow Chemical common stock.
  • 6The merger is subject to customary closing conditions, including shareholder approvals from both companies and various regulatory approvals.
  • 7The leadership structure of DowDuPont will feature Andrew N. Liveris of Dow as Executive Chairman and Edward D. Breen of DuPont as CEO.

Frequently Asked Questions

This filing announces the definitive agreement for a strategic merger between E. I. du Pont de Nemours and Company (DuPont) and The Dow Chemical Company (TDCC). It details the terms of the merger, the formation of a new holding company, and the planned post-merger separation into three independent businesses.

If you are a DuPont shareholder, each share of DuPont common stock outstanding at the effective time of the merger will be converted into the right to receive 1.2820 shares of the new holding company's (DowDuPont) common stock. Preferred stock will remain unaffected.

The merger is contingent upon several conditions, including the adoption of the merger agreement by a majority vote of shareholders from both DuPont and Dow Chemical, the receipt of necessary domestic and foreign competition law approvals, effectiveness of the registration statement (Form S-4) with the SEC, and listing approval for the new holding company's shares on the NYSE.

Following the merger, DuPont and Dow Chemical intend to separate the combined company's businesses into three independent, publicly traded companies through tax-efficient transactions. These intended businesses are agriculture, material sciences, and specialty products. This separation is subject to the approval of the board of directors of the combined company.