MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--DowDuPont (NYSE: DWDP) today announced that its board of directors has approved the previously announced separation of DowDuPont’s Materials Science Division, which will become the new Dow on April 1.
In connection with the separation, the DowDuPont board of directors declared a pro rata dividend of all of the outstanding shares of common stock of Dow Inc. (formerly known as Dow Holdings, Inc.), the parent company of DowDuPont’s Material Science Division (“Dow”). The dividend is expected to be payable on April 1, 2019, the distribution date, to DowDuPont stockholders of record as of the close of business on March 21, 2019 the record date.
On the distribution date, each DowDuPont stockholder will receive one (1) share of Dow common stock for every three (3) shares of DowDuPont common stock they held on the record date. Registered DowDuPont stockholders will receive cash in lieu of any fractional shares of Dow common stock.
“Today’s announcement marks a major milestone toward successfully separating Dow on April 1, to be followed by the expected separation of Corteva Agriscience™ from the new DuPont on June 1,” said Ed Breen, chief executive officer of DowDuPont. “We believe that each of the intended three independent companies is set to be an industry leader with the right management and capital structure to better serve customers, compete in their end markets and focus on their innovation priorities.”
After the separation, Dow will be an independent, publicly traded company, pursuing its ambition to become the most innovative, customer-centric, inclusive and sustainable materials science company in the world.
“The new Dow is a more focused, disciplined and market-oriented company,” said Jim Fitterling, chief operating officer of the Materials Science division and chief executive officer elect of Dow. “We are fully prepared for our separation from DowDuPont on April 1, and ready to innovate and grow with our customers while delivering long-term value for our shareholders.”
Dow’s board of directors declared a dividend for the second quarter of 2019, to be paid on June 14, 2019, of $525 million in the aggregate on pro rata basis to Dow stockholders of record as of the close of business on May 31, 2019.
In addition, DowDuPont’s board of directors also declared a dividend for the second quarter of 2019, to be paid on May 28, 2019, of $325 million in the aggregate on pro rata basis to DowDuPont stockholders of record as of the close of business on April 26, 2019.
It is anticipated that “when-issued” trading in Dow common stock on the New York Stock Exchange will begin on or about March 20, 2019 under the symbol “DOW WI,” and that Dow common stock will begin “regular-way” trading on the NYSE on April 2, 2019 under the symbol “DOW.”
Beginning on March 20, 2019 and continuing through April 1, 2019, it is expected that there will be two markets in DowDuPont common stock on the NYSE: a “regular-way” market under the symbol “DWDP,” in which DowDuPont shares will trade with the right to receive shares of Dow common stock in the distribution, and an “ex distribution market” under the symbol “DWDP WI” in which DowDuPont shares will trade without the right to receive shares of Dow common stock in the distribution. If you sell your shares in the “regular-way” market prior to the last trading day prior to the distribution, you will be selling your right to receive Dow common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implication of buying or selling DowDuPont common stock on or before the distribution date.
The distribution of Dow common stock is subject to the satisfaction or waiver of certain customary conditions, including, among other conditions, the U.S. Securities and Exchange Commission (“SEC”) having declared effective Dow’s registration statement on Form 10, as amended. DowDuPont expects that all conditions to the distribution will be satisfied by the distribution date.
Dow will make an Information Statement containing information about Dow and the distribution available to shareholders of DowDuPont Inc. common stock. The Form 10 includes information regarding the separation of Dow, the distribution and Dow’s business, and can be found on DowDuPont’s website at http://www.dow-dupont.com/investors/default.aspx.
No action is required by DowDuPont stockholders to receive shares of Dow common stock in the distribution. DowDuPont stockholders are encouraged to consult with their financial and tax advisors regarding the specific implications of the distribution, including the specific implications of buying or selling DowDuPont common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
About DowDuPont™
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at www.dow-dupont.com.
About Dow
Dow combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dow’s market-driven, industry-leading portfolio of advanced materials, industrial intermediates and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure and consumer care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at www.dow.com.
