DuPont Hosts Meeting with Sell-Side Analysts
WILMINGTON, Del, Feb. 21, 2019 – DuPont, the premier innovation provider of value-added specialized solutions that transform industries and everyday lives, will hold a meeting with sell-side analysts in New York City today.
During the meeting, Executive Chairman Elect Ed Breen, Chief Executive Officer Elect Marc Doyle and Chief Financial Officer Elect Jeanmarie Desmond will review DuPont’s business strategy and previously disclosed financial information for the future company. The Specialty Products Division of DowDuPont is expected to transition to an independent company on June 1, 2019. The new DuPont is focused on providing technology-based materials and naturally sourced ingredient solutions in high growth markets. Leveraging its market-leading positions, deep customer relationships, R&D expertise, and best-in-class operating model, the company will be uniquely positioned to win in the marketplace, capitalize on high growth opportunities, and drive value for shareholders.
DuPont projects its dividends will be 30 to 40 percent of net income, or an estimate of approximately $900 million annually. Immediately following our transition to the new DuPont, we anticipate the new board will implement a share repurchase authorization consistent with a commitment to return excess capital to shareholders. Dividends and share repurchases are subject to DuPont Board of Director approval.
Members of the senior management team are scheduled to participate in additional meetings with the investment community, including shareholders, over the coming weeks.
The presentation materials for today’s meeting can be accessed at http://www.dow-dupont.com/investors/events-and-presentations.
About DuPont, Specialty Products Division of DowDuPont
DowDuPont Specialty Products, a division of DowDuPont (NYSE: DWDP), is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, health and wellness, food and worker safety. DowDuPont intends to separate the Specialty Products Division, which will be called DuPont, into an independent, publicly traded company. More information can be found at www.dow-dupont.com.
Cautionary Statement About 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.
DowDuPont plans to separate into three, independent, publicly traded companies-one for each of its agriculture, materials science and specialty products businesses (the “Intended Business Separations” and the transactions to accomplish the Intended Business Separations, the “separations”).
In furtherance of the Intended Business Separations, DowDuPont is engaged in a series of reorganization and realignment steps to realign its businesses so that the assets and liabilities aligned with the materials science business will be held by legal entities that will ultimately be subsidiaries of Dow Holdings Inc. (“Dow”) and the assets and liabilities aligned with the agriculture business will be held by legal entities that will ultimately be subsidiaries of Corteva Inc. (“Corteva”). Following this realignment, DowDuPont expects to distribute its materials science and agriculture businesses through two separate U.S. federal tax-free spin-offs in which DowDuPont stockholders, at the time of such spin-offs, will receive pro rata dividends of the shares of the capital stock of Dow and of Corteva, as applicable (the “distributions”). DowDuPont after the separations and distributions referred to as DuPont.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the internal reorganization of DowDuPont’s agriculture, materials science and specialty products businesses and the anticipated benefits thereof as well as the anticipated separation and distribution of Corteva Inc. (“Corteva”) and Dow Holding Inc. (“Dow”). These and other forward-looking statements, including the failure to complete, or to make any filing or take any other action required to be taken to complete, the separations and distributions 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 are beyond our control. Some of the important factors that could cause the actual results of DuPont to differ materially from those projected in any such forward-looking statements include, but are not limited to (i) changes in credit ratings, (ii) risks associated with international sales and operations, (iii) availability, and variable costs, of raw materials and energy, (iv) competitive conditions and customer preferences, (v) the costs of complying with evolving regulatory requirements, (vi) disruptions to supply chains, information technology or network systems, (vii) protection of intellectual property, (viii) concerns regarding chemicals in commerce, including their environmental impact, (ix) failure to comply with government regulations, (x) impairments to goodwill or intangible assets, (xi) failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions, (xii) litigation and other commitments and contingencies, (xiii) subjection to laws, regulations and mandates globally, (xiv) failure to increase productivity through sustainable operational improvements, (xv) the dependence of tax liabilities upon the distribution of income among the various jurisdictions in which we operate and (xvi) failure of risk management strategies.
Risks related to the separations and distributions and to achieving the anticipated benefits thereof include, but are not limited to, a number of conditions which could delay, prevent or otherwise adversely affect the separations and distributions including risks outside the control of DowDuPont, Historical Dow and Historical DuPont which could impact the decision of the DowDuPont Board of Directors to proceed with the separations and distributions 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, and 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 requirement to redeem $12.7 billion of DowDuPont notes if the separations and distributions are abandoned or delayed beyond May 1, 2020; as well as other risks, including risks related to (i) our inability to achieve some or all of the benefits that we expect to receive from the separations and distributions, (ii) certain tax risks associated with the separations and distributions, (iii) our inability to make necessary changes to operate as a stand-alone company following the separations and distributions, (iv) the failure of our pro forma financial information to be a reliable indicator of our future results, (v) our inability to enjoy the same benefits of diversity, leverage and market reputation that we enjoyed as a combined company, (vi) restrictions under the intellectual property cross-license agreements, (vii) our inability to receive third-party consents required under the separation agreement, (viii) our customers, suppliers and others’ perception of our financial stability on a stand-alone basis, (ix) non-compete restrictions under the separation agreement, (x) receipt of less favorable terms in the commercial agreements we will enter into with Dow and Corteva than we would have received from an unaffiliated third party and (xi) our indemnification of Dow and/or Corteva for certain liabilities. We assume 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. For further discussion of certain important factors that could cause variations in our forward-looking statements, please consult the “Risk Factors” section of the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of DowDuPont, The Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical DuPont”), as well as the current reports and other information that DowDuPont, Historical DuPont, Historical How, Dow or DuPont may file with the Securities and Exchange Commission from time to time.
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