The Dow Chemical Co., Midland, Mich., completed its merger with DuPont, Wilmington, Del., creating DowDuPont, a holding company with three divisions—agriculture, materials science and specialty products.
“Today marks a significant milestone in the storied histories of our two companies,” says Andrew Liveris, executive chairman of DowDuPont. “We are extremely excited to complete this transformational merger and move forward to create three intended industry-leading, independent, publicly traded companies. While our collective heritage and strength are impressive, the true value of this merger lies in the intended creation of three industry powerhouses that will define their markets and drive growth for the benefit of all stakeholders. Our teams have been working for more than a year on integration planning, and--as of today--we will hit the ground running on executing those plans with an intention to complete the separations as quickly as possible.”
“For shareholders, customers and employees, closing this transaction is a definitive step toward unlocking higher value and greater opportunities through a future built on sustainable growth and innovation,” says Ed Breen, chief executive officer of DowDuPont. “DowDuPont is a launching pad for three intended strong companies that will be better positioned to reinvest in science and innovation, solve our customers’ ever-evolving challenges and generate long-term returns for our shareholders. With the merger now complete, our focus is on finalizing the organizational structures that will be the foundations of these three intended strong companies and capturing the synergies to unlock value. With clear focus, market visibility and more productive R&D, each intended company will be equipped to compete successfully as an industry leader.”
The board of directors comprises 16 members–eight formerly on the DuPont board and eight formerly on the Dow board. There are two lead directors—Jeffrey Fettig, who previously served as the lead independent director for Dow; and Alexander Cutler, who previously served as the lead independent director for DuPont.
Liveris serves as the executive chairman of the board and Breen also serves on the board.
Other board members include:
•From Dow: James Bell, former chief financial officer, Boeing; Raymond Milchovich, former chairman and CEO, Foster Wheeler AG; Paul Polman, chief executive officer, Unilever PLC and Unilever N.V.; Dennis Reilley, non-executive chairman, Marathon Oil Corp.; James Ringler, chairman, Teradata Corp.; Ruth Shaw, former group executive, public policy and president, Duke Nuclear.
•From DuPont: Lamberto Andreotti, former chair of the board and CEO of Bristol-Myers Squibb Co.; Robert Brown, president of Boston University; Marillyn Hewson, chairman, president and CEO of Lockheed Martin Corp.; Lois Juliber, former vice chairman and COO of Colgate-Palmolive Co.; Lee Thomas, former chairman and CEO of Rayonier Inc.; Patrick Ward, chief financial officer of Cummins, Inc.
Along with Liveris and Breen, the executive team includes:
Howard Ungerleider, chief financial officer; Stacy Fox, general counsel and corporate secretary; Charles Kalil, special counsellor to the executive chairman, general counsel for the materials science division; James Collins, Jr., chief operating officer for the agriculture division; Jim Fitterling, chief operating officer for the materials science division; Marc Doyle, chief operating officer for the specialty products division.
By combining the complementary strengths of Dow and DuPont, each intended company will be able to respond faster and more effectively to rapidly changing conditions with innovative products and greater choice.
Once each division has its own processes, people, assets, systems and licenses in place to operate independently from the parent company, DowDuPont intends to separate the divisions to stand within their own legal entities.
The intended companies are expected to include:
•A leading agriculture company that brings together the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences to better serve growers around the world with a superior portfolio of solutions. The intended agriculture company will be headquartered in Wilmington, Del., with global business centers in Johnston, Iowa, and Indianapolis, Ind.
•A leading materials science company that will consist of the businesses comprising the following current Dow operating segments—performance plastics, performance materials and chemicals, infrastructure solutions and consumer solutions (consumer care and Dow automotive systems; Dow electronic materials is intended to go to the specialty products company), as well as DuPont’s current performance materials operating segment. The intended materials science company will offer chemistry and polymers toolkits, with the scale to enable truly differentiated solutions for customers in packaging, transportation, infrastructure and consumer care. The intended materials science company will be headquartered in Midland, Mich.
•A leading specialty products company that will consist of DuPont protection solutions, sustainable solutions, industrial biosciences and nutrition and health, which will integrate the health and nutrition business as well as electronic technologies, which combines DuPont’s electronics and communications business with Dow’s electronic materials business unit. The intended specialty products company will be composed of technology-driven specialty businesses with highly differentiated products and solutions that transform industries and everyday life. The intended specialty products company will be headquartered in Wilmington, Del.