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Web Date: March 2, 2016

Dow and DuPont detail deal discussions

Companies started taking the merger idea seriously last spring
Department: Business
Keywords: mergers, acquisitions, agriculture, chemicals

Dow Chemical and DuPont have filed a prospectus for their planned merger with the Securities & Exchange Commission. The document, which Dow and DuPont shareholders will use to weigh the benefits of the deal, reveals that the two companies, surprisingly, talked merger before Ed Breen took over as DuPont’s chief executive officer last October and that both firms had other suitors that wanted to explore agricultural chemical deals.

Read C&EN’s full coverage of the Dow-DuPont merger:
ACS members can also watch an archived version of a webinar with C&EN’s Alex Tullo on the future of R&D at DuPont.

Dow CEO Andrew N. Liveris met with Breen’s predecessor, Ellen J. Kullman, in New York City, in November 2014, though the documents note that the casual talks did not yield negotiations. Kullman and Liveris met again last May to discuss a possible merger of equals. A month later Dow and DuPont executives elaborated on these discussions and also floated the possible of a business swap.

Kullman and Liveris had other meetings in August and September where they discussed merging and then separating the combined company into two firms—one an agricultural chemical and seeds business and another that combined the rest of Dow’s and DuPont’s businesses.

When Breen replaced Kullman last October, Dow and DuPont deepened the discussions. The talks gradually yielded the plan, unveiled in December, to merge the companies and subsequently separate them into three firms.

But the companies were considering other options as well. DuPont explored acquiring a firm that in the filing is dubbed Company 1. Company 1 is described as a firm “in the agricultural sciences industry” that had retained Goldman Sachs as an adviser on a “separate potential transaction.”

Last year, Syngenta retained Goldman as its adviser in its takeover battle with Monsanto.

DuPont was also approached by another firm, a “large, publicly traded” chemical company, about potential deals. The chairman of this company met with Breen in New Jersey. It later floated the idea of a cash purchase of DuPont’s agriculture business and other transactions.

Dow, meanwhile, was talking with two “agricultural sciences” firms as well as a large chemical maker interested in its agriculture business.

Chemical & Engineering News
ISSN 0009-2347
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