8-KLeadership ChangesAcquisitions & DispositionsSecurities & Listing+4

EIDP, Inc. 8-K Report, Acquisition Completed (Sep 1, 2017)

Filed September 1, 2017For Securities:CTA-PBCTA-PA

Summary

EIDP, Inc. (CTA-PB) filed an 8-K on September 1, 2017, to report the completion of a significant merger of equals transaction with The Dow Chemical Company ("Dow"). The transaction, effective August 31, 2017, resulted in both EIDP (DuPont) and Dow becoming subsidiaries of a new entity, DowDuPont Inc. This merger fundamentally alters the corporate structure and shareholder value proposition for EIDP shareholders. Key implications for investors include the conversion of EIDP common stock into DowDuPont common stock at a ratio of 1.2820 shares per EIDP share. Existing EIDP preferred stock remains unaffected. Concurrently, there have been significant changes in the board of directors and executive leadership, with Edward D. Breen appointed CEO of DowDuPont and Nicholas C. Fanandakis also joining the board. The NYSE delisting of EIDP common stock also marks a significant transition for the company's public trading status.

Key Highlights

  • 1Completion of the merger of equals between EIDP (DuPont) and Dow Chemical Company, forming DowDuPont Inc.
  • 2EIDP common stock shareholders received 1.2820 shares of DowDuPont common stock for each share held.
  • 3Edward D. Breen appointed CEO of DowDuPont under a three-year employment agreement.
  • 4Nicholas C. Fanandakis joined the board of directors of E. I. du Pont de Nemours and Company.
  • 5EIDP common stock delisted from the New York Stock Exchange (NYSE) effective September 1, 2017.
  • 6EIDP preferred stock remains listed on the NYSE.
  • 7Significant amendments to EIDP's Certificate of Incorporation and Bylaws in connection with the merger.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce and provide details regarding the completion of the merger of equals between EIDP, Inc. (DuPont) and The Dow Chemical Company, forming a new entity named DowDuPont Inc. It also reported on consequential changes in leadership and the delisting of EIDP's common stock.

Upon completion of the Orion Merger, each share of EIDP (DuPont) common stock was converted into the right to receive 1.2820 shares of DowDuPont common stock. EIDP preferred stock was not affected by the merger.

The delisting means that EIDP's common stock will no longer trade on the New York Stock Exchange. Shareholders who held EIDP common stock now hold DowDuPont common stock, which is expected to trade. The specific trading details for DowDuPont would need to be confirmed.

Edward D. Breen has been appointed as the Chief Executive Officer of DowDuPont, with a three-year employment agreement. Nicholas C. Fanandakis has also joined the board of directors.