Dow, DuPont to Create $130B Chemical Giant

A mega-merger of equals combines two of corporate America's oldest companies, which have been struggling with falling commodity prices.
Katie Kuehner-HebertDecember 11, 2015

In what one analyst called the “deal of three centuries,” Dow Chemical and DuPont said Friday they are merging to create the world’s largest chemical company worth $130 billion.

The all-stock merger of equals combines two of corporate America’s oldest institutions and would be a prelude to a split into three publicly traded businesses, focusing on agriculture, materials and specialty products.

“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,” Dow Chemical’s chairman and chief executive Andrew N. Liveris said in a news release. “This merger of equals significantly enhances the growth profile for both companies, while driving value for all of our shareholders and our customers.”

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A merger between the two chemical giants has been rumored for years, “but the stars never quite aligned until now,” CNNMoney wrote. The companies say the deal would save them at least $3 billion over the first two years of the merger.

“The merger, one of the biggest of the year, will allow Dow and DuPont to rejig assets based on the diverging fortunes of their businesses that make agriculture chemicals and plastics,” Reuters said. “The companies have been struggling to cope with falling demand for farm chemicals due to falling crop prices and a strong dollar, even as their plastics businesses have thrived thanks to low natural gas prices.”

Under the deal’s terms, shareholders of Dow Chemical will get one share in the new company called DowDuPont for each Dow share, while DuPont shareholders will get 1.282 shares for each DuPont share. The deal’s structure will give Dow and DuPont shareholders equal stakes in the combined company, excluding the impact of preferred shares.

The companies expect to implement the split into three separate businesses about 18 to 24 months after closing the transaction. The deal “was always in front of us to get done, in the right way,” Liveris told the Wall Street Journal. “We believe this is the right way.”

Reuters predicted the deal will face “intense regulatory scrutiny,” but DuPont CEO Edward Breen said no major divestitures were expected.

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