DowDuPont Announces Plans for Reverse Stock Split
Company’s Action Intended to Increase the Market Price of Its Common Stock in Connection with the Intended Separation of Its Agriculture Business
Special Meeting of Shareholders to Approve Reverse Stock Split Scheduled for May 23, 2019
WILMINGTON, Del., April 3, 2019 – DowDuPont Inc. (NYSE: DWDP) announced today that its Board of Directors has approved a reverse stock split of the Company’s common stock. 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 reverse stock split is subject to stockholder approval. If approved, the Company expects to implement the reverse stock split effective immediately following the Corteva Distribution.
The Company plans to hold a Special Meeting of Stockholders, at which stockholders are being asked to vote on a proposal to adopt and approve the reverse stock split, at 9:00 am local time, on May 23, 2019, at 974 Centre Road, Chestnut Run Plaza, Building 730 in Wilmington, Delaware. DowDuPont’s Board has set May 1, 2019 as the record date for stockholders entitled to vote at the special meeting.
If stockholders approve the reverse stock split, the Board of Directors will select a reverse stock split 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 at a later date so that, depending on the ratio chosen, stockholders’ shares of issued and outstanding common stock will be converted at a ratio between (i) two shares of issued and outstanding common stock for every five shares of common stock owned and (ii) one share of issued and outstanding common stock for every three shares of common stock owned. The price of each common share is expected to increase so that a stockholder would have fewer but higher priced shares. A reverse stock split would 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.
Even if the reverse stock split is approved by the Company’s stockholders, the Board of Directors may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split if the Board of Directors determines that the reverse stock split is no longer in the best interests of the Company or its stockholders.
DowDuPont will file a preliminary proxy statement related to the special meeting later today. The Company expects to file and mail its definitive proxy material in due course. DowDuPont encourages stockholders to read the proxy statement and other material relating to the special meeting, as it contains important information. Stockholders may obtain a free copy of the proxy statement and other documents that the company files with the SEC at the SEC’s website at www.sec.gov, or from the company by directing a request to DowDuPont Inc., 974 Centre Road, Wilmington, Delaware 19805, Attention: Investor Relations, or at www.dow-dupont.com.
About DowDuPont Inc.
DowDuPont (NYSE: DWDP) is a holding company with the intent to form strong, independent, publicly traded companies in agriculture (Corteva Agriscence™) and specialty products (DuPont) sectors. Upon completion of the intended separation of Corteva Agriscence™, the companies will lead their respective industries by delivering differentiated products and solutions and 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.
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; and (xi) 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, Inc.’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.
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