Dow, Dupont stockholders approve merger

Companies achieve key milestone in merger and intended separation.

DuPont and The Dow Chemical Co. announced that, at their respective special meetings of stockholders held July 20, stockholders of both companies voted to approve all stockholder proposals necessary to complete the merger of equals transaction – a key milestone in the process to merge the two companies and subsequently pursue the intended spin-offs of three highly focused, independent companies.

The companies expect the $59 billion all-stock merger transaction to close in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals.

"The overwhelming support of Dow and DuPont stockholders to approve this historic merger transaction is a clear testament to the compelling value proposition and enhanced shareholder value that DowDuPont represents,” said Andrew Liveris, Dow chairman and chief executive officer. “Today is a pivotal step toward bringing together these two iconic enterprises and to the subsequent intended separation into three leading, independent technology and innovation-based science companies that will generate significant benefits for all stakeholders.”

Ed Breen, chair and CEO of DuPont, added: “We are pleased to receive such strong support from our stockholders, which represents an essential milestone in the combination of our two companies and our intention to subsequently separate into three independent companies. We are now focused on important next steps toward completing the merger transaction, including working with regulators in the appropriate jurisdictions. We are confident that this merger will create long-term, sustainable value for stockholders and superior solutions and choices for customers.”

DuPont and Dow intend that, following the consummation of the merger, the combined company will pursue the separation of its Agriculture business, Material Science business and Specialty Products business into three independent, publicly traded companies, subject to approval by the DowDuPont board and receipt of any required regulatory approvals.

The intended separation into three independent public companies is expected to be consummated as soon as practicable following the merger closing, but consummation of the separations is not expected to exceed 18-24 months after the merger closing.

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