DowDuPont Announces Brand Names for the Three Independent Companies It Intends to Create, Reflecting Ongoing Progress towards Separations
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Agriculture Division to be Corteva Agriscience™, reflecting its
purpose of enriching the lives of those who produce and consume
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Materials Science Division will be called Dow, and will retain the
Dow diamond as its brand, building on the Company’s globally
recognized 121-year history of innovation and value creation
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Specialty Products Division to be the new DuPont, carrying forward
a 215-year legacy of science-based innovation to transform industries
and everyday life
MIDLAND, Mich. & WILMINGTON, Del.–(BUSINESS WIRE)–DowDuPont™ (NYSE:DWDP) today announced the corporate brand names that
each of its divisions plans to assume once they are separated as
independent companies as intended. While certain product names will
change at separation, many products within each intended company will
continue be sold under their current, widely known brand names.
Ed
Breen, chief executive officer of DowDuPont, said, “Our selection of
these company names is a major milestone in the process of creating
three, strong independent companies, and each name reflects the unique
strengths and value proposition of the company it will represent. As we
move forward, a critical part of our work will be to build and
strengthen the global corporate brands that express the commitment we
are making to our customers, employees, investors, and all of our
stakeholders, to grow value through innovation.”
Andrew
Liveris, executive chairman of DowDuPont said, “The Dow and DuPont
teams have made incredible progress in six short months and today’s
announcement is another demonstration of the unprecedented value
creation potential of this historic merge and spin transaction. We are
squarely focused on unlocking enhanced cost and growth synergies,
delivering on our growth investments and innovation pipeline, and
separating into three industry-leading companies on the accelerated
timelines we recently announced.”
The intended Agriculture company, headquartered in Wilmington,
Delaware, will assume the name Corteva Agriscience (pronounced:
kohr-`teh-vah), which is based on a combination of words meaning “heart”
and “nature.”
James
C. Collins, Jr., chief operating officer, Agriculture Division of
DowDuPont, said, “In Corteva Agriscience™, we bring together three
businesses with deep connections and dedication to generations of
farmers. Our new name reflects our commitment to enhancing their
productivity as well as the health and well-being of the consumers they
serve. Our name reflects our purpose: enriching the lives of those who
produce and those who consume, ensuring progress for generations to
come. With the most balanced portfolio of products in the industry,
nearly a century of agronomic expertise, and an unparalleled innovation
engine, we are creating a new agriculture company that will work
together with the entire food ecosystem to produce a secure supply of
healthy food sustainably and efficiently.”
With more than $14 billion in 2017 pro forma revenue and $2.6 billion in
2017 pro forma operating EBITDA, the Agriculture Division has the most
comprehensive and balanced seed and crop protection portfolio in the
world and a strong pipeline of new products that will enable it to
continue to provide substantial value to farmers now and over the long
term.
While Corteva Agriscience™ will be the corporate brand name upon the
separation of the division from DowDuPont, the company will continue to
offer products under a number of the most recognized and premium brands
in agriculture: Pioneer®, Mycogen®, the newly launched Brevant™ Seeds,
and its award-winning Crop Protection products, such as Aproach® Prima
fungicide and Quelex™ herbicide with Arylex™ active, as well as others
it will introduce as it brings new products to market.
The Corteva Agriscience™ brand identity and logo were also announced
today and can be viewed at www.corteva.com.
With respect to the intended Materials Science company, based
in Midland, Michigan, Jim
Fitterling, chief operating officer, Materials Science Division of
DowDuPont said, “The Dow name and the Dow diamond have an extremely
strong foundation from which we will grow and serve our customers. The
iconic red diamond logo will serve as a point of continuity for all of
our stakeholders as we build the most innovative, customer-centric,
inclusive and sustainable materials science company in the world. We
will continue Dow’s long history of innovation and be centered on Dow’s
core values of respect for people, integrity, and protecting our planet.”
With nearly $44 billion in 2017 pro forma revenue1 and $9.1
billion in 2017 pro forma operating EBITDA1, the Materials
Science Division is the premier materials science solution provider,
leveraging its integration and innovation strengths to focus on three
high-growth market verticals – packaging, infrastructure and consumer
care.
The intended Specialty Products company, headquartered in
Wilmington, Delaware, will become the new DuPont, reflecting the
strength of its technology-driven specialty businesses with
highly-differentiated products and solutions that transform industries
and everyday life.
Marc
Doyle, chief operating officer, Specialty Products Division of
DowDuPont, said, “For more than 200 years, customers have looked to
DuPont to help them turn their best ideas into real-world products. We
are creating a premier innovation-driven specialty leader, drawing on
expertise and assets from both heritage Dow and DuPont, which delivers
the essential advances that our customers—and the world—need to thrive.
We are deeply proud to have this company carry the DuPont™ name into the
future.”
With $21 billion in 2017 pro forma revenue2 and $5.3 billion
in 2017 pro forma operating EBITDA2, the intended Specialty
Products company is well positioned for growth opportunities where
customer collaboration and innovation are central to value creation.
Additional brand development work for the intended Materials Science
company and the intended Specialty Products company is ongoing.
As announced earlier this month, Materials Science is anticipated to
separate by the end of the first quarter of 2019, and Agriculture and
Specialty Products are expected to separate by June 1, 2019.
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.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“will,” “would,” “target,” and similar expressions and variations or
negatives of these words.
On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont
de Nemours and Company (“DuPont”) entered into an Agreement and Plan of
Merger, as amended on March 31, 2017, (the “Merger Agreement”) under
which the companies would combine in an all-stock merger of equals
transaction (the “Merger”). Effective August 31, 2017, the Merger was
completed and each of Dow and DuPont became subsidiaries of DowDuPont
(Dow and DuPont, and their respective subsidiaries, collectively
referred to as the "Subsidiaries").
Forward-looking statements by their nature address matters that are, to
varying degrees, uncertain, including the intended separation, subject
to approval of the Company’s Board of Directors, of DowDuPont’s
agriculture, materials science and specialty products businesses in one
or more tax efficient transactions on anticipated terms (the “Intended
Business Separations”). Forward-looking statements are not guarantees of
future performance and are based on certain assumptions and expectations
of future events which may not be realized. Forward-looking statements
also involve risks and uncertainties, many of which are beyond the
Company’s control. Some of the important factors that could cause
DowDuPont’s, Dow’s or DuPont’s actual results to differ materially from
those projected in any such forward-looking statements include, but are
not limited to: (i) costs to achieve and achieving the successful
integration of the respective agriculture, materials science and
specialty products businesses of Dow and DuPont, anticipated tax
treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, productivity actions, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the combined operations; (ii) costs to achieve
and achievement of the anticipated synergies by the combined
agriculture, materials science and specialty products businesses; (iii)
risks associated with the Intended Business Separations, including
conditions which could delay, prevent or otherwise adversely affect the
proposed transactions, including possible issues or delays in obtaining
required regulatory approvals or clearances related to the Intended
Business Separations, associated costs, disruptions in the financial
markets or other potential barriers; (iv) disruptions or business
uncertainty, including from the Intended Business Separations, could
adversely impact DowDuPont’s business (either directly or as conducted
by and through Dow or DuPont), or financial performance and its ability
to retain and hire key personnel; (v) uncertainty as to the long-term
value of DowDuPont common stock; and (vi) risks to DowDuPont’s, Dow’s
and DuPont’s business, operations and results of operations from: the
availability of and fluctuations in the cost of energy and feedstocks;
balance of supply and demand and the impact of balance on prices;
failure to develop and market new products and optimally manage product
life cycles; ability, cost and impact on business operations, including
the supply chain, of responding to changes in market acceptance, rules,
regulations and policies and failure to respond to such changes; outcome
of significant litigation, environmental matters and other commitments
and contingencies; failure to appropriately manage process safety and
product stewardship issues; global economic and capital market
conditions, including the continued availability of capital and
financing, as well as inflation, interest and currency exchange rates;
changes in political conditions, business or supply disruptions;
security threats, such as acts of sabotage, terrorism or war, natural
disasters and weather events and patterns which could result in a
significant operational event for the Company, adversely impact demand
or production; ability to discover, develop and protect new technologies
and to protect and enforce the Company’s intellectual property rights;
failure to effectively manage acquisitions, divestitures, alliances,
joint ventures and other portfolio changes; unpredictability and
severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as management’s
response to any of the aforementioned factors. These risks are and will
be more fully discussed in the current, quarterly and annual reports
filed with the U. S. Securities and Exchange Commission by DowDuPont.
While the list of factors presented here is, considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as compared
with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on DowDuPont’s, Dow’s or DuPont’s
consolidated financial condition, results of operations, credit rating
or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to
publicly provide revisions or updates to any forward-looking statements
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws. A detailed discussion of some of
the significant risks and uncertainties which may cause results and
events to differ materially from such forward-looking statements is
included in the section titled “Risk Factors” (Part I, Item 1A) of
DowDuPont’s 2017 annual report on Form 10-K.
Unaudited Pro Forma Financial Information
In order to provide the most meaningful comparison of results of
operations and results by segment, supplemental unaudited pro forma
financial information has been included in the following financial
schedules. The unaudited pro forma financial information is based on the
historical consolidated financial statements and accompanying notes of
both Dow and DuPont and has been prepared to illustrate the effects of
the Merger, assuming the Merger had been consummated on January 1, 2016.
For the pro forma sales and operating EBITDA information provided above,
activity prior to August 31, 2017 (the “Merger Date”) was prepared on a
pro forma basis (the “unaudited pro forma information”) and activity
after the Merger Date was prepared on a combined basis under accounting
principles generally accepted in the United States of America (“U.S.
GAAP”). The unaudited pro forma information was prepared in accordance
with Article 11 of Regulation S-X. Pro forma adjustments have been made
for (1) the preliminary purchase accounting impact, (2) accounting
policy alignment, (3) eliminate the effect of events that are directly
attributable to the Merger Agreement (e.g., one-time transaction costs),
(4) eliminate the impact of transactions between Dow and DuPont, and (5)
eliminate the effect of consummated divestitures agreed to with certain
regulatory agencies as a condition of approval for the Merger. The
unaudited pro forma financial information has been presented for
informational purposes only and is not necessarily indicative of what
DowDuPont's results of operations actually would have been had the
Merger been completed as of January 1, 2016, nor is it indicative of the
future operating results of DowDuPont. The unaudited pro forma financial
information does not reflect any cost or growth synergies that DowDuPont
may achieve as a result of the Merger, future costs to combine the
operations of Dow and DuPont or the costs necessary to achieve any cost
or growth synergies.
1 2017 pro forma revenue and operating EBITDA for the
Materials Science Division is based on the combined pro forma results of
the Performance Materials & Coatings, Industrial Intermediates &
Infrastructure, and Packaging & Specialty Plastics segments as reported
in DowDuPont’s 2017 annual report on Form 10-K.
2 2017 pro forma revenue and operating EBITDA for the
Specialty Products Division is based on the combined pro forma results
of the Electronics & Imaging, Nutrition & Biosciences, Transportation &
Advanced Polymers, and Safety & Construction segments as reported in
DowDuPont’s 2017 annual report on Form 10-K.
Contacts
DowDuPont
Investors:
Greg Friedman
[email protected]
+1
302-774-4994
or
Neal Sheorey
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+1
989-636-6347
or
Media
Rachelle Schikorra
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989-638-4090
or
Dan Turner
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+1
302-996-8372