E. I. du Pont de Nemours and Company (NYSE:DD) Files An 8-K Other Events
Item 8.01 Other Events
Settlement of PFOA Litigation
As previously reported, approximately 3,550 lawsuits have been
filed in various federal and state courts in Ohio and West
Virginia alleging personal injury from exposure to
perfluorooctanoic acid and its salts, including the ammonium salt
(PFOA), in drinking water as a result of the historical
manufacture or use of PFOA at the Washington Works plant outside
Parkersburg, West Virginia. That plant was previously owned
and/or operated by the performance chemicals segment of E. I. du
Pont de Nemours and Company (DuPont) and is now owned and/or
operated by The Chemours Company (Chemours). These personal
injury lawsuits were consolidated in multi-district litigation in
the United States District Court for the Southern District of
Ohio (the MDL).
On February11, 2017, DuPont entered into an agreement in
principle with plaintiffs counsel representing the MDL plaintiffs
providing for a global settlement of all cases and claims in the
MDL, including all filed and unfiled personal injury cases and
claims that are part of the plaintiffs counsels claim inventory,
as well as cases that have been tried to a jury verdict (the
Settlement). The total settlement amount is $670.7 million
dollars in cash, half of which will be paid by Chemours and half
paid by DuPont. DuPonts payment would not be subject to
indemnification or reimbursement by Chemours. In exchange for
that payment, DuPont and Chemours will receive a complete release
of all claims by the settling plaintiffs. The Settlement was
entered into solely by way of compromise and settlement and is
not in any way an admission of liability or fault by DuPont or
Chemours.
The Settlement is not subject to court approval. The parties have
agreed to draft a master settlement agreement to effect the terms
of the agreement in principle, which agreement would address the
timing and logistics of the settlement payment and conditions
under which the Settlement might not proceed, including a
walk-away right that enables DuPont to terminate the Settlement
if more than a specified number of plaintiffs determine not to
participate.
DuPont and Chemours have also agreed, subject to and following
the completion of the Settlement, to a limited sharing of
potential future PFOA liabilities (i.e., indemnifiable
losses, as defined in the separation agreement between DuPont and
Chemours (the Separation Agreement)) for a period of five years.
During that five-year period, Chemours would annually pay future
PFOA liabilities up to $25 million and, if such amount is
exceeded, DuPont would pay any excess amount up to the next $25
million (which payment will not be subject to indemnification by
Chemours), with Chemours annually bearing any further excess
liabilities. After the five-year period, this limited sharing
agreement would expire, and Chemours indemnification obligations
under the Separation Agreement would continue unchanged. Chemours
has also agreed that, upon the Settlement becoming effective, it
will not contest its liability to DuPont under the Separation
Agreement for PFOA liabilities on the basis of ostensible
defenses generally applicable to the indemnification provisions
under the Separation Agreement, including defenses relating to
punitive damages, fines or penalties or attorneys fees, and
waives any such defenses with respect to PFOA liabilities.
Chemours has, however, retained defenses as to whether any
particular PFOA claim is within the scope of the indemnification
provisions of the Separation Agreement.
Press Release
On February13, 2017, DuPont issued a press release announcing the
Settlement and the other matters described in this Current Report
on Form8-K. A copy of the press release is attached hereto as
Exhibit99.1 and is incorporated by reference into this Item 8.01.
Cautionary Statement About Forward-Looking
Statements
This communication contains forward-looking statements within the
meaning of the federal securities laws, including Section27A of
the Securities Act of 1933, as amended, and Section21E 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. Forward-looking statements are not guarantees
of future performance and are based on certain assumptions and
expectations of future events which may not be realized.
Forward-looking statements also involve risks and uncertainties,
many of which are beyond the companys control. Some of the
important factors that could cause the companys actual results to
differ materially from those projected in any such
forward-looking statements are: fluctuations in energy and raw
material prices; failure to develop and market new products and
optimally manage product life cycles; ability to respond to
market acceptance, rules, regulations and policies
affecting products based on biotechnology and, in general, for
products for the agriculture industry; outcome of significant
litigation and environmental matters, including realization of
associated indemnification assets, if any; failure to
appropriately manage process safety and product stewardship
issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions,
such as inflation, interest and currency exchange rates;
business or supply disruptions; security threats, such as acts
of sabotage, terrorism or war, natural disasters and weather
events and patterns which could affect demand as well as
availability of products for the agriculture industry; ability
to protect and enforce the companys intellectual property
rights; successful integration of acquired businesses and
separation of underperforming or non-strategic assets or
businesses; and risks related to the agreement entered on
December11, 2015, with The Dow Chemical Company (Dow) to which
the companies have agreed to effect an all-stock merger of
equals, including the completion of the proposed transaction on
anticipated terms and timing, the ability to fully and timely
realize the expected benefits of the proposed transaction and
risks related to the intended business separations contemplated
to occur after the completion of the proposed transaction.
Important risk factors relating to the proposed transaction and
intended business separations 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
companys 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 Dows or DuPonts 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 Dows and/or DuPonts financial
performance, (xii)certain restrictions during the pendency of
the merger that may impact Dows or DuPonts 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 managements 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 on FormS-4 declared effective by the SEC
on June9, 2016 (File No.333-209869), as last amended, (the
Registration Statement) 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
Dows or DuPonts 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 regarding the proposed
transaction and intended business separations, whether as a
result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws. The company undertakes no
duty to publicly revise or update any forward-looking
statements as a result of future developments, or new
information or otherwise, should circumstances change, except
as otherwise required by securities and other applicable laws.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
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ExhibitDescription |
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99.1 |
Press Release dated February13, 2017 |
About E. I. du Pont de Nemours and Company (NYSE:DD)
E. I. du Pont de Nemours and Company (DuPont) is a science and technology-based company. The Company consists of over 10 businesses aggregated into six segments: Agriculture, Electronics & Communications, Industrial Biosciences, Nutrition & Health, Performance Materials and Safety & Protection. Its products include corn hybrids and soybean varieties, herbicides, fungicides and insecticides in Agriculture segment; photopolymers and electronic materials in Electronics & Communications segment; enzymes and bio-based materials in Industrial Biosciences segment; cultures, emulsifiers, texturants, natural sweeteners and soy-based food ingredients in Nutrition & Health segment; engineering polymers, packaging and industrial polymers, films and elastomers in Performance Materials segment, and nonwovens, aramids and solid surfaces in Safety & Protection segment. It is also involved in other businesses, such as pre-commercial programs, nonaligned businesses and pharmaceuticals in other. E. I. du Pont de Nemours and Company (NYSE:DD) Recent Trading Information
E. I. du Pont de Nemours and Company (NYSE:DD) closed its last trading session up +0.85 at 77.21 with 1,556,394 shares trading hands.
