Dow and DuPont announce amendments to transaction merger agreement

DuPont and Dow today announced several amendments to the companies’ transaction agreement involving the proposed merger of equals and intended subsequent separation into three independent publicly traded companies.

To accommodate the requirements of DuPont’s recently announced transaction with FMC, Dow and DuPont have amended Section 8.1(b)(i) of the merger agreement to extend the “Outside Date” definition to August 31, 2017 with anticipated closing of the transaction no earlier than August 1, 2017, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

DuPont’s transaction with FMC is expected to close in the fourth quarter of 2017, subject to the closing of the DuPont and Dow merger, in addition to other customary closing conditions, including regulatory approvals.

Dow and DuPont reiterate both companies’ expectations that the intended spin­offs will occur within 18 months after closing. In addition, Dow and DuPont now expect that the first spin-off in the intended separation process will be the spin-off of the post-merger Material Science Company.

The companies continue to expect the merger transaction to generate approximately $3 billion of cost synergies and $1 billion of growth synergies.

“This revised agreement was necessary and a very positive outcome driven by the transaction with FMC, announced by DuPont today. It is another significant milestone in our progress to complete this value-creating transaction and the subsequent intended spins as swiftly as possible and without any change to the committed synergies,” said Andrew Liveris, chairman and chief executive officer of Dow.

“Today’s announced transaction enables us to satisfy the European Commission’s approval conditions, while maintaining the strategic logic and value creation potential of our merger and the three independent companies we intend to create,” said Edward D. Breen, chairman and chief executive officer of DuPont.