DowDuPont Merger Completed

  • Author: ChemistryViews.org
  • Published: 01 September 2017
  • Copyright: Wiley-VCH Verlag GmbH & Co. KGaA
  • Source / Publisher: Dow
  • Associated Suppliers: Dow Chemical, Midland, Mich. USA | DuPont, Wilmington, Delaware, USA
thumbnail image: DowDuPont Merger Completed

DowDuPont announced the successful completion of the merger of equals between Dow and DuPont, effective Aug. 31, 2017. The combined entity is operating as a holding company under the name “DowDuPont™” with three divisions – Agriculture, Materials Science, and Specialty Products. Beginning September 1, DowDuPont will start trading on the New York Stock Exchange. Pursuant to the merger agreement, Dow shareholders received a fixed exchange ratio of 1.00 share of DowDuPont for each Dow share, and DuPont shareholders received a fixed exchange ratio of 1.282 shares of DowDuPont for each DuPont share.

Board and Governance
The Board of Directors comprises 16 members. There are two lead directors: Jeffrey Fettig, who previously served as the lead independent director for Dow; and Alexander Cutler, who previously served as the lead independent director for DuPont. Andrew Liveris serves as the executive chairman of the Board and Ed Breen, chief executive officer, also serves on the Board. Other Board members include:
From Dow:

  • James A. Bell, Former Chief Financial Officer, Boeing
  • Raymond J. Milchovich, Former Chairman and CEO, Foster Wheeler AG
  • Paul Polman, CEO, Unilever PLC and Unilever N.V.
  • Dennis H. Reilley, Non-Executive Chairman, Marathon Oil Corp.
  • James M. Ringler, Chairman, Teradata Corporation
  • Ruth G. Shaw, Former Group Executive, Public Policy and President, Duke Nuclear

From DuPont:

  • Lamberto Andreotti, Former Chair of the Board and CEO of Bristol-Myers Squibb Company
  • Robert A. Brown, President of Boston University
  • Marillyn A. Hewson, Chairman, President, and Chief Executive Officer of Lockheed Martin Corporation
  • Lois D. Juliber, Former Vice Chairman and Chief Operating Officer of Colgate-Palmolive Company
  • Lee M. Thomas, Former Chairman and Chief Executive Officer of Rayonier Inc.
  • Patrick J. Ward, Chief Financial Officer of Cummins, Inc.

Three Advisory Committees have been established, chartered to generally oversee the establishment of each division in preparation for the separations.

DowDuPont Officers
Along with Liveris and Breen, the leadership team includes the following executives:

  • Howard Ungerleider, Chief Financial Officer
  • Stacy Fox, General Counsel and Corporate Secretary
  • Charles J. Kalil, Special Counsellor to the Executive Chairman, General Counsel for the Materials Science Division
  • James C. Collins, Jr., Chief Operating Officer for the Agriculture Division
  • Jim Fitterling, Chief Operating Officer for the Materials Science Division
  • Marc Doyle, Chief Operating Officer for the Specialty Products Division


Paths to Separation
Dow and DuPont leaders and integration teams are developing the future state operating models and organizational designs that will support the refined strategy of each intended company. Once each division has its own processes, people, assets, systems and licenses in place to operate independently from the parent company, DowDuPont intends to separate the divisions to stand within their own legal entities, subject to Board approval and any regulatory approvals. The intended separations are expected to occur within 18 months.

Agriculture Company

will brings together the strengths of DuPont Pioneer, DuPont Crop Protection, and Dow AgroSciences. It will be headquartered in Wilmington, Delaware, with global business centers in Johnston, Iowa, and Indianapolis, Indiana.

Materials Science Company to be named Dow

will consist of the businesses comprising the following current Dow operating segments: Performance Plastics, Performance Materials & Chemicals, Infrastructure Solutions and Consumer Solutions (Consumer Care and Dow Automotive Systems; Dow Electronic Materials is intended to go to the Specialty Products Company), as well as DuPont’s current Performance Materials operating segment. It will be headquartered in Midland, Michigan.

Specialty Products Company
will consist of businesses including DuPont Protection Solutions, Sustainable Solutions, Industrial Biosciences, and Nutrition & Health, which will integrate the Health and Nutrition business from FMC pending the close of that transaction; as well as Electronic Technologies, which combines DuPont’s Electronics & Communications business with Dow’s Electronic Materials business unit. It will be headquartered in Wilmington, Delaware.


 

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