DuPont and Dow to combine in $130bn merger of equals.

Merger will create highly focused leading businesses in Agriculture, Material Science and Specialty Products; 1. Intend to Subsequently Spin Into Three Independent, Publicly Traded Companies 2. Highly synergistic transaction expected to result in run-rate cost synergies of approximately $3bn, which are projected to create approximately $30bn of market value 3. Approximately $1bn in growth synergies are also expected to be achieved 4. Combined market capitalization will be approximately $130bn at announcement 5. Andrew N. Liveris will be named Executive Chairman and Edward D. Breen will be named CEO of combined company; 6. Advisory Committees will be established for each business Dow and DuPont shareholders will each own approximately 50% of the combined company, on a fully diluted basis, excluding preferred shares “This transaction is a game-changer for our industry and reflects the culmination of a vision we have had for more than a decade to bring together these two powerful innovation and material science leaders,” said Andrew N. Liveris, Dow’s chairman and chief executive officer. “Over the last decade our entire industry has experienced tectonic shifts as an evolving world presented complex challenges and opportunities – requiring each company to exercise foresight, agility and focus on execution. This transaction is a major accelerator in Dow’s ongoing transformation, and through this we are creating significant value and three powerful new companies. This merger of equals significantly enhances the growth profile for both companies, while driving value for all of our shareholders and our customers.” “This is an extraordinary opportunity to deliver long-term, sustainable shareholder value through the combination of two highly complementary global leaders and the creation of three strong, focused, industry-leading businesses. Each of these businesses will be able to allocate capital more effectively, apply its powerful innovation more productively, and extend its value-added products and solutions to more customers worldwide,” said Edward D. Breen, chairman and chief executive officer of DuPont. “For DuPont, this is a definitive leap forward on our path to higher growth and higher value. This merger of equals will create significant near-term value through substantial cost synergies and additional upside from growth synergies. Longer term, the three-way split we intend to pursue is expected to unlock even greater value for shareholders and customers and more opportunity for employees as each business will be a leader in attractive segments where global challenges are driving demand for these businesses’ distinctive offerings.” The transaction is expected to deliver approximately $3bn in cost synergies, with 100% of the run-rate cost synergies achieved within the first 24 months following the closing of the transaction. Additional upside of approximately $1bn is expected from growth synergies.