DuPont, Dow Chemical to Combine in Merger of Equals

  • $130 billion deal will be largest in the chemicals industry
  • Three-way split of merged company to come in 18-24 months

Dow CEO Liveris, DuPont CEO Breen on Merger

Dow Chemical Co. and DuPont Co., two historic giants of U.S. industry, will join in an all-stock merger of equals that’s the first step in a plan to create three new businesses. The pact will lead to $3 billion in cost savings, the companies said.

The deal is the largest ever in the chemicals industry. It will create a $130 billion company that combines products from both Dow and DuPont in the areas of agriculture, commodity chemicals and specialty products to create the new businesses. The agreement, under consideration since at least February, comes after two years of pressure from activist investors who argued that shareholders of both companies would realize greater value if they were broken up.

Andrew Liveris

Photographer: F. Carter Smith/Bloomberg

The merged company, to be called DowDuPont, will be owned 50-50 by current shareholders of both Dow and DuPont, they said Friday in a joint statement. Dow Chief Executive Officer Andrew Liveris, 61, will become executive chairman. DuPont CEO Ed Breen, 59, will be chief of the new company.

DuPont said in a separate statement it plans its own round of efficiencies next year that include cutting 10 percent of a workforce that numbers about 63,000. Dow has about 53,000 workers.

Investors will get one DowDuPont share for each Dow share, and 1.282 DowDuPont shares for each one of DuPont. The eventual breakup of DowDuPont into three independent, publicly traded companies through tax-free spin-offs is expected over 18 to 24 months following the completion of the merger in the second half of 2016. DowDuPont will have dual headquarters in Midland, Michigan, and Wilmington, Delaware.

“This transaction is a game-changer for our industry and reflects the culmination of a vision we have had for more than a decade to bring together these two powerful innovation and material science leaders,” Liveris said in the statement.

Antitrust Concerns

Despite its size and complexity, the deal could overcome antitrust concerns with modest divestitures, according to analysts who track the companies. The product overlap isn’t extensive and the focus will probably be on seeds and crop chemicals, said Jason Miner, an analyst at Bloomberg Intelligence.

Even in those markets, Dow and DuPont compete against large rivals like Syngenta AG, Monsanto Co. and Bayer AG, Miner said.

As well as the $3 billion of cost savings, the companies said the deal will create additional earnings of about $1 billion. DuPont said its own effiency measures will save it about $700 million. It will take a pretax impairment charge of about $780 million.

To cap a busy morning, Dow said it will buy out Corning Inc. to become the full owner of their 72-year-old silicones joint venture, Dow Corning Corp.

Dow shares fell 3.9 percent to $52.79 at 9:39 a.m. in New York while DuPont dropped 5.8 percent to $70.24. The structure of the deal seems “distinctly suboptimal” and, done another way, could yield more savings, Sanford C Bernstein & Co. analysts Jonas Oxgaard, Evie Raikh and Jacob Saal wrote in a note.

Peltz, Loeb

Dow’s financial advisers on the deal are Klein & Co., Lazard Ltd. and Morgan Stanley while its legal adviser is Weil, Gotshal & Manges LLP. DuPont’s financial advisers are Evercore Partners Inc. and Goldman Sachs Group Inc. Its legal adviser is Skadden, Arps, Slate, Meagher & Flom LLP.

It’s been a bumpy 2015 for DuPont. In May, CEO Ellen Kullman won a proxy battle waged by Trian Fund Management, the activist investor co-founded by Nelson Peltz, which said a breakup of the company would save billions of dollars in costs. Breen, perhaps best known for his role in the breakup of Tyco International Plc., replaced Kullman as CEO in November, setting up the basis for the merger.

In the last year, Dow too has faced criticism from an activist investor. Dan Loeb’s Third Point hedge fund targeted the company’s failure to meet some financial targets, and urged Dow to split its petrochemicals and specialty-chemicals businesses.

Material Science

The three new businesses would focus on agricultural products including herbicides and genetically modified seeds, commodity chemicals including plastics, and specialty chemicals such as those used in solar panels.

On a pro forma basis, the new agriculture company’s 2014 revenues were about $19 billion. That business, and the new specialty company, with sales of about $13 billion, will be led by Breen. The new commodity chemicals segment -- described by Dow and DuPont as a “material science company” -- had revenues of about $51 billion and will be overseen by Liveris.

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