THE DOW CHEMICAL COMPANY (NYSE:DOW) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
As previously disclosed, on December11, 2015, The Dow Chemical
Company (Dow) entered into an Agreement and Plan of Merger (the
Merger Agreement) with E. I. du Pont de Nemours and Company
(DuPont), DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.,
DowDuPont), Diamond Merger Sub, Inc. (Diamond Merger Sub) and
Orion Merger Sub, Inc. (Orion Merger Sub) in connection with the
proposed merger of equals transaction involving Dow and DuPont.
On March31, 2017, to commitments given to the European Commission
in connection with its conditional approval of the merger of
equals transaction, DuPont and FMC Corporation (FMC) entered into
a definitive Transaction Agreement (the FMC Transaction
Agreement), to which, among other things and on the terms and
subject to the conditions set forth therein, (i)FMC has agreed to
purchase certain assets relating to DuPonts Crop Protection
business and research and development organization and (ii)DuPont
has agreed to purchase certain assets relating to FMCs Health and
Nutrition business segment, excluding its Omega-3 products (the
HN Business). In connection with DuPonts entry into the FMC
Transaction Agreement, on March31, 2017, Dow entered into an
amendment to the Merger Agreement (the Amendment) with DuPont,
DowDuPont, Diamond Merger Sub and Orion Merger Sub.
The Amendment, among other things, extends the Outside Date (as
defined in the Merger Agreement) from June15, 2017 to August31,
2017. In addition, the Amendment amends the Merger Agreement to
provide that DuPont shall not take certain specified actions to
obtain regulatory approval with respect to its acquisition of the
HN Business that would reasonably be likely to result in the
one-year loss of revenues to DuPont, Dow, DowDuPont, their
subsidiaries or the HN Business in excess of $350 million in the
aggregate (based on fiscal year 2016 annual revenues).
In addition, to the Amendment, the form of Bylaws for DowDuPont
were amended to provide that Dow and DuPont intend that the first
step of the intended separation process will be the spin-off of
the DowDuPont materials business, assuming that such sequencing
would allow for the completion of all of the intended spin-offs
within eighteen (18)months following the closing of the merger of
equals transaction and would not adversely impact the value of
the intended spin-off transactions to DowDuPonts shareholders.
Other than as expressly modified to the Amendment, the Merger
Agreement remains in full force and effect as originally executed
on December11, 2015. The foregoing descriptions of the Amendment,
the Merger Agreement and the transactions contemplated thereby do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Amendment, a copy of which is
filed as Exhibit 2.1 hereto and the terms of which are
incorporated herein by reference, and of the Merger Agreement, a
copy of which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission
(SEC) by Dow on December11, 2015, and is incorporated herein by
reference.
| Item8.01. | Other Events. |
On March31, 2017, Dow and DuPont issued a joint press release in
connection with the Amendment, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits: |
| 2.1 |
Amendment No.1 to Agreement and Plan of Merger, dated March31, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. |
| 99.1 | Joint Press Release, dated March31, 2017 |
Cautionary Notes on 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.
These and other forward-looking statements, including the failure
to consummate the proposed transaction with DuPont or to make or
take any filing or other action required to consummate such
transaction on a timely matter or at all, are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference 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 (File No.333-209869) filed by DowDuPont Inc. with the
SEC 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, whether
as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
About THE DOW CHEMICAL COMPANY (NYSE:DOW)
The Dow Chemical Company manufactures and supplies products used primarily as raw materials in the manufacture of customer products and services. The Company’s segments include Agricultural Sciences, which is engaged in providing crop protection and seed/plant biotechnology products and technologies, urban pest management solutions and healthy oils; Consumer Solutions, which consists of Consumer Care, Dow Automotive Systems, Dow Electronic Materials and Consumer Solutions-Silicones businesses; Infrastructure Solutions, which consists of Dow Building & Construction, Dow Coating Materials, Energy & Water Solutions, Performance Monomers and Infrastructure Solutions-Silicones businesses; Performance Materials & Chemicals, which consists of Chlor-Alkali and Vinyl, Industrial Solutions and Polyurethanes businesses, and Performance Plastics, which consists of Dow Elastomers, Dow Electrical and Telecommunications, Dow Packaging and Specialty Plastics, Energy and Hydrocarbons businesses. THE DOW CHEMICAL COMPANY (NYSE:DOW) Recent Trading Information
THE DOW CHEMICAL COMPANY (NYSE:DOW) closed its last trading session down -0.46 at 63.72 with 4,630,989 shares trading hands.