May. 10, 2019
DowDuPont announced that its Board of Directors has approved the previously announced separation of DowDuPont's Agriculture Division, which will become Corteva Agriscience™ on June 1, 2019. To effect the separation, the DowDuPont Board of Directors declared a pro rata dividend of all of the outstanding shares of common stock of Corteva, Inc. ("Corteva"). The dividend is expected to be paid on June 1, 2019 to DowDuPont stockholders of record as of the close of business on May 24, 2019, the record date. Effective as of the distribution date, each DowDuPont stockholder will receive one (1) share of Corteva common stock for every three (3) shares of DowDuPont common stock they held on the record date. Registered DowDuPont stockholders will receive cash in lieu of any fractional shares of Corteva common stock (the "Corteva Distribution").
The company also announced that the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10 filed by Corteva. The Form 10 includes information regarding the business, strategy and priorities for Corteva. The Form 10 can be found on DowDuPont's website at http://www.dow-dupont.com/investors/default.aspx.
"Today's announcement marks a major milestone toward successfully separating Corteva on June 1," said Ed Breen, chief executive officer of DowDuPont. "We believe Corteva is set to be a leading pure-play agriculture company with a balanced portfolio and robust innovation pipeline that will drive long-term value for shareholders."
The New York Stock Exchange (the "NYSE") has authorized Corteva's common stock for listing and has advised that "when-issued" trading will begin on May 24, 2019 under the symbol "CTVA-WI." Following the spin-off, on June 3, 2019, Corteva common stock will begin "regular way" trading on the NYSE under the symbol "CTVA."
DowDuPont also provided additional information regarding its intended reverse stock split. As previously announced, the company is seeking stockholder approval at a special meeting on May 23, 2019 for a reverse stock split of its common stock at a ratio of not less than 2-for-5 and not greater than 1-for-3 (the "Reverse Stock Split"), with the specific ratio to be determined by the Board of Directors. DowDuPont announced that if DowDuPont's stockholders approve the reverse stock split, the Board of Directors currently intends to select a reverse stock split ratio of one (1) new share of DowDuPont common stock for three (3) shares of current DowDuPont common stock and to implement the reverse stock split effective immediately following the Corteva Distribution. In connection with the Reverse Stock Split, it is expected that stockholders will receive cash in lieu of any fractional shares of DowDuPont common stock.
Beginning on May 24 and continuing through May 31, 2019, it is expected that there will be two markets in DowDuPont common stock on theNYSE: a "regular-way" market under the symbol "DWDP," in which DowDuPont shares will trade with the right to receive shares of Corteva common stock in the spin-off, and an "ex-distribution market" under the symbol "DD-WI," in which DowDuPont shares will trade without the right to receive shares of Corteva common stock in the spin-off. If you sell your DowDuPont shares in the "regular-way" market on or prior to the distribution date, you will be selling your right to receive Corteva common stock in the Corteva Distribution. If you buy DowDuPont shares in the "regular-way" market on or after the record date but on or prior to the distribution date, you are buying the right to receive Corteva common stock in the Corteva Distribution.
The price of shares of DowDuPont common stock traded in the "ex-distribution market" is expected to represent the right to a share of DowDuPont common stock following the Corteva Distribution, giving effect to the reduction of the number of outstanding shares of DowDuPont common stock as a result of the Reverse Stock Split (if approved by stockholders and implemented by the Board of Directors, which DowDuPont expects to be able to definitively announce on May 23, 2019). Investors are encouraged to consult with their financial advisors regarding the specific implication of buying or selling DowDuPont common stock on or before the distribution date.
No action is required by DowDuPont stockholders to receive shares of Corteva common stock in the Corteva Distribution. DowDuPont stockholders are encouraged to consult with their financial and tax advisors regarding the specific implications of the Corteva Distribution, including the specific implications of buying or selling DowDuPont common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the Corteva Distribution.
DowDuPont previously announced that it intends to change its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont," on June 1, 2019. The company's common stock is expected to trade on the NYSE under the ticker symbol "DD" beginning on June 3, 2019.
The Corteva Distribution is subject to the satisfaction or waiver of certain customary conditions, which DowDuPont expects will be satisfied by the distribution date.