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Merged DuPont, Dow to Join Dow Jones Industrial Average
Aug 28, 2017 (M&A Navigator via COMTEX) -- (C)2017 M2 COMMUNICATIONS

28 August 2017 - DowDuPont Inc. (NYSE: DWDP), the company resulting from the merger of US-based chemical makers DuPont (NYSE: DD) and The Dow Chemical Company (NYSE: DOW), will replace E. I. du Pont de Nemours and Co. (NYSE: DD) in the Dow Jones Industrial Average effective prior to the open of trading on Friday, September 1, the companies said. The index change was prompted by the merger of The Dow Chemical Co and du Pont into one company which is effective on the same date. Replacing du Pont with the new DowDuPont allows the Dow Jones Industrial Average to maintain its exposure to the Materials sector. DowDuPont, which will have dual headquarters in Midland, Michigan, and Wilmington, Delaware, manufactures and supplies products that are used as raw materials in the manufacture of customer's products and services. The change won't cause any disruption in the level of the index. The divisor used to calculate the index from the component's prices on their respective home exchanges will be changed prior to the opening on September 1. This procedure prevents any distortion in the index's reflection of the portion of the US stock market it is designed to measure. The merger DuPont and The Dow Chemical Company will close on 31 August. Dow and Dupont said they have received all required regulatory approvals and clearances and met all conditions to close of their merger. Last December, the companies inked a definitive agreement under which the companies will combine in an all-stock merger of equals. The combined company will be named DowDuPont. As determined by the merger agreement, the DowDuPont Board will consist of 16 directors eight current Dow directors and eight current DuPont directors. Upon closing of the transaction, the combined company would have a combined market capitalization of approximately USD 130bn at announcement. Dow shareholders will receive a fixed exchange ratio of 1.00 share of DowDuPont for each Dow share, and DuPont shareholders will receive a fixed exchange ratio of 1.282 shares in DowDuPont for each DuPont share. Dow and DuPont shareholders will each own approximately 50% of the combined company, on a fully diluted basis, excluding preferred shares. The parties said they intend to pursue a separation of DowDuPont into three independent, publicly traded companies through tax-free spin-offs. This would occur as soon as feasible, which is expected to be 18-24 months following the closing of the merger. Upon completion of the transaction, Andrew N. Liveris, president, chairman and CEO of Dow, will become executive chairman of the newly formed DowDuPont board of directors and Edward D. Breen, chair and CEO of DuPont, will become chief executive officer of DowDuPont. In these roles, both Liveris and Breen will report to the board of directors. Following the closing of the transaction, DowDuPont will be dual headquartered in Midland, Michigan and Wilmington, Delaware. Klein and Co., Lazard, and Morgan Stanley and Co. LLC are serving as Dow's financial advisors for the transaction with Weil, Gotshal and Manges LLP acting as its legal advisor. Evercore and Goldman, Sachs and Co. are serving as DuPont's financial advisors for the transaction, with Skadden, Arps, Slate, Meagher and Flom LLP acting as its legal advisor. Country: USA Sector: Chemicals Target: The Dow Chemical Co Buyer: DuPont Vendor: Deal size in USD: 130bn Type: Merger Financing: Stock Status: Agreed Buyer advisor: Goldman, Sachs and Co , Evercore , Skadden, Arps, Slate, Meagher and Flom LLP Comment: Companies named post-merger board

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