DowDuPont Deal Achieves Milestone


The proposed $130 billion merger that would unite The Dow Chemical Company and DuPont Co. has been formally approved by each company's stockholders.

In votes, held at each company’s special meetings of stockholders Wednesday (July 20), both companies were given the green light on all stockholder proposals necessary to complete the “merger of equals transaction,” according to a joint statement.

The votes signify a major milestone in the process of bringing the two chemical and coating giants together as one.

"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 N. Liveris, Dow’s chairman and chief executive officer.

If approved, Liveris will be named executive chairman and DuPont’s Chair and Chief Executive Officer Edward D. Breen will be named CEO of the combined company.


"We are confident that this merger will create long-term, sustainable value for stockholders and superior solutions and choices for customers,” DuPont Chair and CEO Edward D. Breen (left) said following the vote. Andrew N. Liveris (right), Dow chairman and CEO, noted that receipt of stockholder's go-ahead for the merger is a "pivotal step" in the process.

“We are pleased to receive such strong support from our stockholders,” Breen said of the vote. “We are now focused on important next steps toward completing the merger transaction, including working with regulators in the appropriate jurisdictions.”

The companies expect a closing in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals.

Merger and Separation

As described when the merger was announced in December, the new DowDuPont intends to split into three separate highly focused companies soon after the merger is complete.

“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,” Liveris noted.

As soon as practical, and within 18 to 24 months of the merger’s actualization, the combined company intends to separate its Agriculture business, Material Science business and Specialty Products business into three independent, publicly traded companies.

This separation remains subject to approval by the DowDuPont board and receipt of any required regulatory approvals, the companies noted.

Paving the Way for Change

Over the past few months, both companies have been undertaking steps to prepare for the 50-50 merger.

Earlier this month, Dow announced plans to eliminate 2,500 jobs over the next two years as part of the integration process. Administrative and manufacturing sites, including two silicone facilities, were also slated to close, the company said.

In May, the companies named executives who were tapped for the new senior leadership team.

These appointments included:

  • Howard Ungerleider, current vice chairman and chief financial officer of Dow, will become chief financial officer for DowDuPont;
  • Stacy Fox, senior vice president and general counsel for DuPont, will become general counsel;
  • Charles J. Kalil, executive vice president and general counsel of Dow, will become special counsellor to the executive chairman of DowDuPont and general counsel for the Material Science business;
  • Jim Fitterling, currently president and chief operating officer for Dow, will be chief operating officer for DowDuPont’s Material Science business;
  • James C. Collins, Jr., executive vice president for DuPont and leader of DuPont’s Agriculture business segment, will become chief operating officer for DowDuPont’s Agriculture business; and
  • Marc Doyle, executive vice president and leader of DuPont’s Electronics & Communications, Industrial Biosciences, Nutrition & Health, Performance Materials and Safety & Protection businesses, will become chief operating officer for DowDuPont’s Specialty Products business.

Tagged categories: Business matters; Coatings Technology; Dow Chemical Company; DuPont; Industry News; Mergers; Personnel

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