THE DOW CHEMICAL COMPANY (NYSE:DOW) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
On March27, 2017, The Dow Chemical Company (Dow) and E. I. du
Pont de Nemours and Company (DuPont) issued a joint press release
regarding the European Commissions (EC) conditional approval for
the proposed merger of equals transaction of the two companies.
The ECs approval is conditional on Dow and DuPont fulfilling
commitments given to the EC in connection with the clearance,
including the previously announced divestiture of Dows global
Ethylene Acrylic Acid (EAA) copolymers and ionomers business and
the divestiture of a portion of DuPonts crop protection business.
A copy of the press release is furnished herewith as Exhibit
99.1.
The information contained in this report is being furnished and
shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of Section18. Furthermore, the information
contained in this report shall not be deemed to be incorporated
by reference into any registration statement or other document
filed to the Securities Act of 1933, as amended.
Cautionary Notes on Forward Looking Statements
This communication contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E 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.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| 99.1 | Joint Press Release dated March27, 2017 |
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 up +0.71 at 63.79 with 5,934,568 shares trading hands.