DuPont’s Board of Directors Declares Spin-off Dividend of The Chemours Company Shares
Sets Record and Distribution Dates for DuPont Common Stockholders
WILMINGTON, Del., June 5, 2015 – Today, DuPont announced that its board of directors declared a pro rata dividend to DuPont common stockholders of record as of 5:00 p.m. ET on June 23, 2015, the record date, of the outstanding shares of The Chemours Company (“Chemours”) common stock payable on July 1, 2015, the distribution date.
As a result, on the distribution date of July 1, 2015, DuPont common stockholders on the record date will receive one share of common stock of Chemours for every five shares of DuPont common stock they hold on the record date.
“Today's announcement continues our solid progress with the expected separation of the Performance Chemicals business and provides our shareholders with equity investments in two strong, publicly traded companies with distinct value creation strategies,” said DuPont Chair and Chief Executive Officer Ellen Kullman. “DuPont and Chemours will each be global leaders, well positioned to pursue their respective objectives and strategies.”
The distribution of Chemours common stock is subject to the satisfaction or waiver of certain conditions, including, without limitation, a registration statement on Form 10 for the Chemours common stock being declared effective by the U.S. Securities and Exchange Commission (“SEC”) and Chemours common stock being accepted for listing on the New York Stock Exchange (“NYSE”). DuPont and Chemours expect that all conditions to the spin-off will be satisfied by the distribution date.
Fractional shares of Chemours common stock will not be distributed to DuPont common stockholders. Instead, the fractional shares of Chemours common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the DuPont common stockholders who would otherwise receive a fractional share of Chemours common stock.
No action is required by DuPont common stockholders to receive the distributed shares of Chemours common stock. DuPont stockholders who hold DuPont common stock on the record date and do not sell those shares “regular-way” prior to the distribution date will receive a book-entry account statement reflecting their ownership of Chemours common stock or their brokerage account will be credited with Chemours shares. An Information Statement, containing details regarding the distribution of Chemours common stock and Chemours’ business and management following the consummation of the distribution, will be mailed to DuPont common stockholders prior to the distribution date.
For U.S. federal income tax purposes, DuPont U.S. common stockholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional shares of Chemours. DuPont common stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
Shares of DuPont common stock will continue to trade “regular way” on the NYSE under the symbol “DD” through and after the distribution date. Beginning on or about June 19, 2015, it is expected that there will be two markets in DuPont common stock on the NYSE: “regular-way” under the symbol “DD” and “ex distribution” under the symbol “DD WI.” Prior to the distribution date, shares of DuPont common stock that trade in the “regular-way” market will trade with the right to receive shares of Chemours common stock on the distribution date. Shares of DuPont common stock that trade in the “ex-distribution” market, will trade without the right to receive shares of Chemours common stock on the distribution date. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling DuPont common stock on or before the distribution date.
It is anticipated that “when-issued” trading on the NYSE in Chemours common stock will begin on or about June 19, 2015, under the symbol “CCWI.” On July 1, 2015, Chemours common stock will begin “regular-way” trading on the NYSE under the symbol “CC.”
A wholly-owned subsidiary of DuPont, The Chemours Company is a global leader in titanium technologies, fluoroproducts and chemical solutions, providing its customers in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining and oil refining operations and general industrial manufacturing. Our flagship products include prominent brands such as Teflon®, Ti-Pure®, Krytox®, Viton®, Opteon® and Nafion®. Chemours has approximately 9,000 employees across 37 manufacturing sites serving more than 5,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Del.
DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and thought leaders we can help find solutions to such global challenges as providing enough healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the environment.
This document contains forward-looking statements which may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. All statements that address expectations or projections about the future, including statements about growth strategies, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, are forward looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties. Some of the important factors that could cause actual results to differ materially from those projected in any such forward looking statements are: (i) risks related to the anticipated timing of the Separation, (ii) risks that the conditions to the Separation are not satisfied, (iii) risks relating to the satisfaction or waiver of conditions to the distribution of Chemours common stock including, without limitation, a registration statement on Form 10 for the Chemours common stock being declared effective by the SEC and The Chemours Company common stock being accepted for listing on the NYSE; (iv) continued validity of a private letter ruling from the IRS, which DuPont has received from the IRS, and the receipt and continued validity of a tax opinion, in form and substance acceptable to DuPont, and (v) additional factors described in DuPont's and Chemours' filings with the SEC. Neither DuPont nor Chemours undertakes any duty to update such forward-looking statements as a result of future developments or new information.
Additional information, including Chemours registration statement on Form 10, as amended, and Frequently Asked Questions, regarding the separation of Chemours and distribution Chemours common stock, is available on www.dupont.com under the Investors > Chemours Filings webpage.
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