The boards of directors of DuPont and Dow approved a definitive agreement under which the companies will combine in an all-stock merger of equals. The combined company will be named DowDuPont. The merger transaction is expected to close in the second half of 2016. Following the closing of the transaction, DowDuPont will be dual headquartered in Midland, Michigan, and Wilmington, Delaware.
The transaction is expected to deliver approximately $3 billion in cost synergies, with 100 % of the run-rate cost synergies achieved within the first 24 months following the closing of the transaction. Additional upside of approximately $1 billion is expected from growth synergies.
The DuPont and Dow intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies through tax-free spin-offs. This would occur as soon as feasible, which is expected to be 18–24 months following the closing of the merger. The companies will include a leading global pure-play Agriculture company; a leading global pure-play Material Science company; and a leading technology and innovation-driven Specialty Products company.
Upon completion of the transaction, Andrew N. Liveris, President, Chairman and CEO of Dow, will become Executive Chairman of DowDuPont Board of Directors and Edward D. Breen, Chair and CEO of DuPont, will become Chief Executive Officer of DowDuPont. In these roles, both Liveris and Breen will report to the Board of Directors. In addition, when named, the chief financial officer will report to Breen.
DowDuPont’s board is expected to have 16 directors, consisting of eight current DuPont directors and eight current Dow directors. The full list of directors will be announced prior to or in conjunction with the closing of the merger. The Committees of each company will appoint the leaders of the three new standalone companies prior to a contemplated spin-off.
- The Dow Chemical Company, Midland, MI, SA
- DuPont, Wilmington, DE, USA