What is the main purpose of the transaction with FMC Corporation?

The primary purpose of the transaction with FMC Corporation is to satisfy regulatory requirements, specifically those set by the European Commission, to gain approval for the broader merger of equals between E. I. du Pont de Nemours and Company (DuPont) and The Dow Chemical Company (Dow). It involves an asset swap to meet these conditions.

What specific businesses are being exchanged between DuPont and FMC?

DuPont is divesting certain assets of its Crop Protection business, including specific herbicide and insecticide portfolios, along with associated R&D, to FMC. In return, DuPont is acquiring FMC's Health and Nutrition business segment, with the exception of FMC's Omega-3 products.

What are the key conditions for the completion of this transaction?

The completion of the transaction is contingent upon several key conditions, including the closing of the merger between DuPont and Dow (prior to or concurrently with this transaction), obtaining necessary approvals from governmental entities like the European Commission and the U.S. Department of Justice, securing other domestic and foreign competition law approvals, and ensuring no governmental restrictions would cause a substantial detriment to the businesses involved. The transaction is also subject to customary closing conditions.

What is the financial impact of this deal for DuPont?

FMC will pay DuPont $1.2 billion in cash, adjusted for the difference in value between the divested Crop Protection assets and the acquired Health and Nutrition business. DuPont will retain accounts receivable and payable associated with the divested Crop Protection business, estimated at a net value of $425 million.

CTA-PB/CTA-PA 8-K: Material Agreements & Regulation FD

Summary

E. I. du Pont de Nemours and Company (DuPont) has filed an 8-K detailing a significant asset exchange agreement with FMC Corporation, executed on March 31, 2017. This transaction is a crucial step in fulfilling commitments made to the European Commission for the conditional approval of DuPont's merger with The Dow Chemical Company (Dow). Under this agreement, DuPont will divest certain assets of its Crop Protection business to FMC, while simultaneously acquiring FMC's Health and Nutrition business segment (excluding Omega-3 products). This strategic divestiture and acquisition is designed to streamline operations and satisfy regulatory requirements for the larger DuPont-Dow merger. The agreement involves a cash payment from FMC to DuPont, reflecting the value differential between the divested and acquired businesses, and specifies certain retained assets and liabilities for DuPont. The transaction is contingent upon the successful closing of the DowDuPont merger and various regulatory approvals, with an expected closing in the fourth quarter of 2017. Investors should note the potential complexities and interdependencies of these corporate actions.

Key Highlights

1DuPont entered into a definitive Transaction Agreement with FMC Corporation on March 31, 2017.
2The agreement involves DuPont divesting its Crop Protection business assets and R&D organization to FMC.
3DuPont will acquire FMC's Health and Nutrition business segment, excluding Omega-3 products.
4FMC will pay DuPont $1.2 billion in cash, adjusted for business value differences.
5This transaction is a condition for the European Commission's approval of the DuPont-Dow merger.
6Completion is dependent on the closing of the DuPont-Dow merger and various regulatory approvals.
7The transaction is expected to close in the fourth quarter of 2017.

EIDP, Inc. 8-K Report, Material Agreement (Mar 31, 2017)

Summary

Key Highlights

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