Dow and DuPont Complete $130 Billion Merger

  • (c) DowDuPont(c) DowDuPont

US chemical giants Dow and DuPont completed their $130 billion merger at the end of August, following all regulatory approvals. With the end of trading under the two groups’ historic stock market symbols, the new company DowDupont – which is due to split into at least three, and possibly six, separate entities within 18 months – has been listed as DWDP.

As part of the merger agreement, Dow shareholders received a fixed exchange ratio of 1 share of DowDupont for each of their Dow shares, and DuPont shareholders received 1.282 shares of the new company for each existing DuPont share.

Former DuPont chief executive, Edward Breen, has become CEO of DowDuPont, with Dow CEO Andrew Liveris serving as chairman. The new company’s board of directors has 16 members, including eight from the respective former corporate boards. The two lead directors, Jeffrey Fettig, previously lead independent director of Dow, and Alexander Cutler, previously lead independent director of DuPont, will both take those positions on the new board.

Until the split, the merged chemical giant’s managing board will include Howard Ungeleiter – who held the same position at Dow – as chief financial officer, while James C Collins Jr will serve as chief operating officer (COO) of the agriculture business, Jim Fitterling as COO of the Materials unit (which will be known as Dow) and Marc Doyle as COO of the specialty products arm.

Three advisory committees have been established to oversee the split. The plans call for each of the committees to develop a capital structure for the respective companies in accordance with the principles of the new bylaws as well as appointing future chief executives and leadership teams.

Getting down to nuts and bolts, executives said DowDuPont can expect to achieve run-rate synergies of around $3 billion and will have the potential for approximately $1 billion in growth synergies. The run-rate is forecast to reach 100% on the cost synergies within the first 24 months of the merger’s closing – at which point the company, according to its self-set timetable, should have been broken up.

Commenting on the deal’s completion, Liveris said the true value of the merger is the creation of three industry powerhouses that will define their markets and drive growth for the benefit of all stakeholders.

Breen commented that, together, the former Dow and DuPont business will be better positioned to reinvest in science and innovation.

In its first public statement, DowDuPont also touched indirectly on attempts by activist shareholders to shape the new “industry powerhouses” differently and possibly force a split into six, rather than three, separate companies.

To pacify Dow’s major shareholder Daniel Loeb, principal of the Third Point hedge fund, the new leadership has agreed to a joint portfolio review, with McKinsey & Co. hired to assist in the assessment of the businesses’ potential. The board said the review will assess current business facts and leverage the knowledge gained over the past year and a half to capture any material value-enhancing opportunities.

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