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.