WILMINGTON, Del., May 23, 2019 /PRNewswire/ -- DowDuPont Inc.
(NYSE: DWDP) announced at today's Special Meeting of Stockholders
that its stockholders approved a reverse stock split of the
company's common stock. With approximately 2 billion eligible votes
cast, stockholders voted approximately 97 percent in favor of the
reverse stock split. Stockholders approved the reverse stock split
at a ratio of not less than 2-for-5 and not greater than 1-for-3,
with an exact ratio as may be determined by the Board of
Directors.
DowDuPont also announced that after receiving stockholder
approval in favor of the reverse stock split, its Board of
Directors established a reverse stock split ratio of one (1) new
share of DowDuPont common stock for three (3) shares of current
DowDuPont common stock. The reverse stock split is expected to
occur on June 1, 2019. As such, if
the reverse stock split is completed, then stockholders will
receive one (1) new share of DowDuPont common stock for every three
(3) shares of DowDuPont common stock held on June 1, 2019. Stockholders will receive cash in
lieu of any fractional shares of DowDuPont common stock. The price
of each new share of DowDuPont common stock is expected to increase
so that a stockholder would have fewer but higher priced shares.
The reverse stock split will not have any impact on the voting and
other rights of stockholders and will have no impact on the
company's business operations or any of its outstanding
indebtedness.
The reverse stock split is intended to increase the market price
of DowDuPont's common stock in connection with the company's
intended distribution of all of the shares of common stock of its
wholly owned subsidiary, Corteva, Inc., which holds the company's
Agriculture Business, to the holders of the company's common stock
on a pro rata basis (the "Corteva Distribution").
The company confirmed that it will change its name from
"DowDuPont Inc." to "DuPont de Nemours, Inc.," doing business as
"DuPont," on June 1 in connection
with the intended Corteva Distribution. The company's common stock
is expected to trade on the New York Stock Exchange (NYSE) under
the ticker symbol "DD" beginning on June 3,
2019.
About DowDuPont
DowDuPont (NYSE: DWDP) is a holding
company comprised of the future Corteva Agriscience™ and DuPont,
which are expected to separate on June 1,
2019, creating two strong, independent, publicly traded
companies in the agriculture and specialty products sectors,
respectively. Each will lead their industry through productive,
science-based innovation to meet the needs of customers and help
solve global challenges. DowDuPont completed the separation of the
Materials Science business through the spin-off of Dow Inc. (NYSE:
Dow) on April 1, 2019. For more
information, please visit us at www.dow-dupont.com.
Cautionary Statement Regarding 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.
Forward-looking statements by their nature address matters
that are, to varying degrees, uncertain, including statements about
the Corteva Distribution. Forward-looking statements, including
those related to DowDuPont's ability to complete, or to make any
filing or take any other action required to be taken to complete,
the Corteva Distribution, are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Forward-looking statements also
involve risks and uncertainties, many of which that are beyond
DowDuPont's control. Some of the important factors that could cause
DowDuPont's actual results to differ materially from those
projected in any such forward-looking statements include, but are
not limited to: (i) ability and costs to achieve all the expected
benefits from the Corteva Distribution and the April 1, 2019 distribution by DowDuPont of all of
the shares of common stock of Dow Inc. on a pro rata basis to the
holders of DowDuPont common stock (the "Dow Distribution"); (ii)
restrictions under intellectual property cross license agreements
entered into or to be entered into in connection with the Corteva
Distribution and the Dow Distribution; (iii) ability to receive
third-party consents required under the Separation Agreement
entered into in connection with the Corteva Distribution and the
Dow Distribution; (iv) non-compete restrictions under the
Separation Agreement entered into in connection with the Corteva
Distribution and the Dow Distribution; (v) the incurrence of
significant costs in connection with the Corteva Distribution and
the Dow Distribution , including increased costs from supply,
service and other arrangements that, prior to the Dow Distribution,
were between entities under the common control of DowDuPont; (vi)
risks outside the control of DowDuPont which could impact the
decision of the DowDuPont Board of Directors to proceed with the
Corteva Distribution, including, among others, global economic
conditions, instability in credit markets, declining consumer and
business confidence, fluctuating commodity prices and interest
rates, volatile foreign currency exchange rates, tax
considerations, other challenges that could affect the global
economy, specific market conditions in one or more of the
industries of the businesses proposed to be separated, and changes
in the regulatory or legal environment and the requirement to
redeem $12.7 billion of DowDuPont
notes if the Corteva Distribution is abandoned or delayed beyond
May 1, 2020; (vii) potential
liability arising from fraudulent conveyance and similar laws in
connection with the Corteva Distribution and/or the Dow
Distribution; (viii) disruptions or business uncertainty, including
from the Corteva Distribution, could adversely impact DowDuPont's
business or financial performance and its ability to retain
and hire key personnel; (ix) uncertainty as to the long-term value
of DowDuPont common stock; (x) potential inability to access the
capital markets; (xi) uncertainties related to share buybacks
including board approval and costs, time and ability to
complete; and (xii) risks to DowDuPont's business, operations and
results of operations from: the availability of and fluctuations in
the cost of feedstocks and energy; 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, including trade disputes
and retaliatory actions; 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 DowDuPont, adversely impact
demand or production; ability to discover, develop and protect new
technologies and to protect and enforce DowDuPont'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 DowDuPont's current, quarterly and annual reports and
other filings made with the U.S. Securities and Exchange
Commission, in each case, as may be amended from time to time in
future filings with the SEC. 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 or
Corteva's consolidated financial condition, results of operations,
credit rating or liquidity. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. DowDuPont assumes no 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 2018 Annual Report on Form 10-K as modified by
DowDuPont's 2019 quarterly reports on Form 10-Q and current reports
on Form 8-K.
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SOURCE DowDuPont
