PARKERSBURG, W.Va. — Stockholders from DuPont and The Dow Chemical Co. on Wednesday approved the historic merger of the two companies.
The approval was a key part of the process to merge the two companies and subsequently pursue the intended spin off of three highly focused, independent companies, a release from DuPont and Dow said. The transaction is expected to close later this year pending regulatory approvals, the companies said.
“The overwhelming support of Dow and DuPont stockholders to approve this historic merger transaction is a clear testament to the compelling value proposition and enhanced shareholder value that DowDuPont represents,” said Andrew N. Liveris, Dow’s chairman and chief executive officer. “Today is a pivotal step toward bringing together these two iconic enterprises, and to the subsequent intended separation into three leading, independent technology and innovation-based science companies that will generate significant benefits for all stakeholders.”
Ed Breen, chairman and chief executive officer of DuPont, added: “We are pleased to receive such strong support from our stockholders, which represents an essential milestone in the combination of our two companies and our intention to subsequently separate into three independent companies. We are now focused on important next steps toward completing the merger transaction, including working with regulators in the appropriate jurisdictions. We are confident that this merger will create long-term, sustainable value for stockholders and superior solutions and choices for customers.”
The merger, worth $59 billion, was announced on Dec. 11.
DuPont and Dow intend that, following the consummation of the merger, the combined company will pursue the separation of the combined company’s Agriculture business, Material Science business and Specialty Products business into three independent, publicly traded companies, subject to approval by the DowDuPont board and receipt of any required regulatory approvals.
The intended subsequent separation into three independent, publicly traded companies is expected to be consummated as soon as practicable following the merger closing, but consummation of the separations is not expected to exceed 18-24 months after the merger closing.
DuPont for about 60 years operated the Washington Works plant until last year when it was taken over by Chemours in a spinoff. About 900 people are employed by DuPont in its remaining operations in Wood County.
Keep Your Promises DuPont, an organization saying it is holding DuPont accountable to the liabilities arising from C8 contamination, took issue with the stockholders’ decision. C8, or PFOA, was used at the Washington Works to make Teflon and exposure has been linked to six diseases in humans.
Jeffrey Dugas, a spokesman for Keep Your Promises, said the company has yet to explain how the liability will be covered through the spinoff of the three companies. Keep Your Promises requested the information last week in a letter to the companies.
“Stakeholders want to know how the liabilities will be dealt with once the merger is completed, but beyond that, we need answers about what happens after the company splits into three smaller companies,” said Harold Bock, an adviser to Keep Your Promises DuPont. “We have a right to see the separation agreement, and we have a right to see how DuPont, DowDuPont, and any of the final three companies will handle these enormous liabilities. These details are crucial for shareholders, but they are a matter of life and death for thousands of folks in the Mid-Ohio Valley.”
Also, the next C8 trial has been scheduled for Nov. 14 in the U.S. District Court for the Southern District of Ohio. Plaintiff is Kenneth Robert Vigneron of Vincent.
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