Proposal would create three companies that will spun off in the future.

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The anticipated mega-merger between two of the country’s oldest companies was confirmed on the morning of December 11, by their top executives in a joint conference call and webcast. Appearing live on CNBC shortly after, president, chairman and CEO Andrew Liveris of Dow Chemical, Midland, Mich. and chairman and CEO Edward Breen of DuPont, Wilmington, Del., discussed their vision for the proposed merger.

 

The board of directors of both companies unanimously approved a definitive agreement under which the companies will combine in an all-stock merger of equals, to be called DowDuPont and consist of three highly focused leading business units--Agriculture, Materials Science, and Specialty Products. Subsequently, the parties intend to pursue the separation of these units into three independent, publicly-traded companies through tax-free spin-offs. This is expected to take place as soon as feasible, sometime within 18-to-24 months following the closing of the merger, subject to regulatory and board approval. The executives anticipate the merger transaction to close in the second half of 2016.

 

Liveris will be named executive chairman and Breen will be named CEO of DowDuPont.  The Materials Science Company will be led by Liveris and will include Dow’s Performance Plastics, Performance Materials & Chemicals, Infrastructure Solutions, and Consumer Solutions, and DuPont’s Performance Materials segment. Dow products include PE resins and its broad portfolio of thermoplastic elastomers, while DuPont’s include nylon, PBT, acetal, thermoplastic elastomers, and biopolymers. Also to be included are the latter’s polymer additives and modifiers and specialty resins used in barriers, sealants, peelable lidding and adhesives. The DuPont Teijin Films business will also be included. About 70 percent of this company’s sales will come from the three major market sectors of packaging, transportation, and construction, according to Liveris. Combined pro forma 2014 revenue for Materials Science is about $51 billion.

 

In a separate announcement today, which will further impact the Materials Science business, Dow announced that it had signed definitive agreements to restructure the ownership of Dow Corning. Under the terms of the agreement, Dow will become the 100 percent owner of Dow Corning, now a 50/50 joint venture between the two companies. This will extend Dow’s participation in Consumer Solutions and Infrastructure Solution segments by increasing Dow’s product offerings in several attractive end-use applications such as building and construction, consumer care, and automotive.

 

Breen will lead the other two companies. This leading global pure-play Agriculture Company will unite the two companies’ seed crop protection businesses. This will result in the most comprehensive and diverse portfolio and a robust pipeline with exceptional growth opportunities in the near-, mid- and long-term. Combined pro forma 2014 revenue for Agriculture is about $19 billion. The Specialty Products Company will include DuPont’s Nutrition & Health, Industrial Biosciences, Safety & Protection and Electronics & Communications, as well as Dow Electronic Materials business. Their complementary offerings will create a new global leader in electronics products, and each business will benefit from more targets investment in their productive technology development and innovation capabilities. Combined pro forma 2014 revenue for Specialty Products is about $13 billion.