DuPont (NYSE:DD) and The Dow Chemical Company (NYSE:DOW) recently announced the members of the Board of Directors for the proposed merger of equals transaction of the two companies.
As determined by the merger agreement, the DowDuPont Board will consist of 16 directors – eight current Dow directors and eight current DuPont directors, as follows:
• Andrew N. Liveris, Chairman and CEO, The Dow Chemical Company
• Jeff M. Fettig, Chairman and CEO, Whirlpool Corporation*
• James A. Bell, Former Chief Financial Officer, Boeing
• Raymond J. Milchovich, Former Chairman and CEO, Foster Wheeler
• Paul Polman, CEO, Unilever
• Dennis H. Reilley, Non-Executive Chairman, Marathon Oil Corp.
• James M. Ringler, Chairman, Teradata Corporation
• Ruth G. Shaw, Former Group Executive, Public Policy and President, Duke Nuclear
• Edward D. Breen, Chair and CEO, DuPont
• Alexander (Sandy) M. Cutler, Former Chairman & Chief Executive Officer of Eaton*
• Lamberto Andreotti, Former Chair of the Board and CEO of Bristol-Myers Squibb
• Robert A. Brown, President of Boston University
• James L. Gallogly, Former Chairman of the Management Board and CEO of LyondellBasell Industries N.V.
• Marillyn A. Hewson, Chairman, President, and Chief Executive Officer of Lockheed Martin Corporation
• Lois D. Juliber, Former Vice Chairman and Chief Operating Officer of Colgate-Palmolive Company
• Lee M. Thomas, Former Chairman and Chief Executive Officer of Rayonier
*Co-Lead Director of DowDuPont
The appointments will be effective upon completion of the proposed merger transaction. While both companies work toward closing, the DuPont and Dow boards continue to advance the governance structure for DowDuPont. Identified priorities of the DowDuPont Board include fulfilling governance and compliance requirements, and undertaking, as soon as practicable, a comprehensive review of the portfolios and their alignment, the total synergies and the time to spin each of the divisions. These priorities have been established in anticipation of the intended separation of DowDuPont into independent, publicly-traded companies through tax-efficient spin-offs.
“Today’s announcement is another significant milestone in our progress to complete this value-creating transaction,” said Andrew N. Liveris, chairman and chief executive officer of Dow. “Each of these executives brings decades of experience to the Board of DowDuPont, and we look forward to working with this world-class Board to help capture the committed synergies and drive the intended spins as swiftly as possible.”
“The DowDuPont board of directors will be composed of highly accomplished leaders who are intently focused on the creation of long-term value for shareholders,” said Ed Breen, chairman and chief executive officer of DuPont. “Together we will deliver on the significant promise of the DowDuPont combination and the subsequent intended creation of world-leading companies – enabling innovation, growth and reinvestment that will benefit all stakeholders.”
As previously disclosed, the companies will include a leading global pure-play Agriculture company; a leading global pure-play Materials Science company; and a leading technology and innovation-driven Specialty Products company. The DowDuPont Board is committed to ensuring that each of the companies will have clear focus, an appropriate capital structure, a distinct and compelling investment thesis, scale advantages, and focused investments in innovation to better deliver superior solutions and choices for customers.
The companies reaffirm their expectation for closing of the merger to occur between August 1, 2017 and September 1, 2017, with the intended spin-offs to occur within 18 months of closing.