The divestiture is intended to satisfy Dow’s commitments to Brazil’s Administrative Council for Economic Defense (CADE) in connection with its conditional regulatory clearance of the proposed merger with DuPont. The divestiture will be conditioned on Dow and DuPont closing their merger transaction, in addition to other customary closing conditions, including approval of the divestiture transaction by CADE.
The two U.S.-based companies first announced plans to merge in December 2015, and in July 2016 received the go-ahead from stockholders of both companies. In March 2017, The European Commission cleared the proposed merger conditional on the divestiture of major parts of DuPont’s global pesticide business, including its global R&D organization.
“Today’s announcement further advances the regulatory approval process, and maintains the strategic logic and value creation potential of our merger with DuPont and the three independent companies we intend to create,” said Andrew Liveris, chairman and chief executive officer (CEO) of Dow. “We believe this agreement serves the best interests of all stakeholders, including our shareholders, customers and employees. The combination of our portfolios, even with this divestiture, will create a much stronger agriculture company with greater choice and innovation for growers around the world.”
The established assets involved in this local remedy are incremental to the previously announced divestment of certain parts of DuPont’s global crop protection portfolio and R&D pipeline and organization and Dow’s global Ethylene Acrylic Acid copolymers and ionomers business, consistent with commitments already made to the European Commission and regulatory agencies in other jurisdictions.
Dow and DuPont said they continue to work constructively with regulators in the remaining jurisdictions to obtain clearance for the merger and are making progress in fulfilling the requirements of the conditional approvals that already have been received.
In late March, DuPont struck a deal to acquire substantially all of FMC Corp.’s Health & Nutrition business while FMC Corp. will acquire a portion of DuPont’s crop protection business under an agreement reached by the two companies. Additionally, to reflect the difference in the value of the assets, the transaction includes consideration to DuPont of $1.2 billion in cash and working capital of $425 million.
DuPont said the transaction will satisfy DuPont’s commitments to the European Commission in connection to the European Commission’s conditional regulatory clearance of DuPont’s planned merger with Dow.
The merger transaction is still expected to generate cost synergies of approximately $3 billion and growth synergies of $1 billion, and both companies have reaffirmed their expectation to close the merger in August 2017, with the intended spin-offs to occur within 18 months of closing.