Mar. 18, 2019
MIDLAND, Mich. & WILMINGTON, Del.-DowDuPont (NYSE:DWDP) announced that the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10 filed by Dow Inc. ("Dow"). The Form 10 includes information regarding Dow's business and strategy as well as details on the spin-off, which is expected to be completed on April 1, 2019.
"Today's announcement of the Form 10 effectiveness marks the final regulatory milestone in our process to spin. Dow is separating as an independent, publicly traded company in a position of strength and with a clear roadmap to deliver long-term value for our shareholders," said Jim Fitterling, chief operating officer of the Materials Science Division of DowDuPont and chief executive officer elect of Dow.
As previously announced, on March 7, 2019, the DowDuPont board of directors approved the spin-off of DowDuPont's Materials Science Division and declared a pro rata dividend of Dow's common stock. The dividend is expected to be paid after the close of business on April 1, 2019 to DowDuPont stockholders of record as of the close of business on March 21, 2019, the record date. DowDuPont stockholders will receive one share of Dow common stock for every three shares of DowDuPont common stock they held on the record date, plus cash in lieu of any fractional shares.
The New York Stock Exchange has authorized Dow's common stock for listing and has advised that "when-issued" trading in Dow common stock on the NYSE will begin on March 20, 2019, under the symbol "DOW WI". Following the spin-off, on April 2, 2019, Dow common stock will begin "regular way" trading on the NYSE under the symbol "DOW" and DowDuPont will continue trading under "DWDP".
Beginning on March 20, 2019 and continuing through April 1, 2019, it is expected that there will be two markets in DowDuPont common stock on the NYSE: a "regular-way" market under the symbol "DWDP," in which DowDuPont shares will trade with the right to receive shares of Dow common stock in the spin-off, and an "ex distribution market" under the symbol "DWDP WI" in which DowDuPont shares will trade without the right to receive shares of Dow common stock in the spin-off. If you sell your shares in the "regular-way" market on or prior to the distribution date, you will be selling your right to receive Dow common stock in the distribution.
The distribution of Dow common stock is subject to the satisfaction or waiver of certain customary conditions, which DowDuPont expects will be satisfied by the distribution date.