- Strong Industrial Logic: Highly complementary companies create strong, focused businesses with enhanced scale, unique growth strategies and differentiated technologies.
- Financially Compelling: Merger of equals unlocks significant market value through total cost synergies of approximately $3 billion.
- Tax-free structure maximizes value.
- Creates three powerhouse companies.
- Customers Win: Superior solutions, complementary offerings and expanded choices.
- Attractive Investment Profile: Creates distinct financial profiles and clear investment thesis for each business.
1. What are the advantages of this transaction?
2. When will the merger transaction close?
- The transaction is expected to close in the first half of 2017, subject to customary closing conditions, including receipt of stockholder and regulatory approvals.
- Closing will occur as soon as possible after all closing conditions, including, but not limited to, receipt of stockholder and regulatory approvals, have been fulfilled, received or waived.
3. Where can I obtain additional information about the merger?
- The transaction website, www.DowDuPontUnlockingValue.com
4. When are the intended separations expected to take place?
- The intended separation of the three independent, publicly-traded companies is expected to occur as soon as practicable after the closing of the merger, at a time not expected to exceed 18 months following the closing of the merger.
Pension and Benefits
5. What will happen to the Dow stock in my U.S. 401(k) after the close of the intended merger?
Upon the close of the anticipated transaction with DuPont, a 1-for-1 exchange of Dow shares for DowDuPont shares will automatically occur for Dow stock invested in the Company Stock Funds currently held under the U.S. Dow Chemical Company Employees’ Savings Plan (401(k)). Therefore, if you are a Dow shareholder, that exchange ratio will apply to your ownership of Dow shares and you will become a DowDuPont shareholder should you choose to retain the shares at the close of the deal. The value of your investment in the Dow Stock Fund will vary depending on the performance of The Dow Chemical Company (or DowDuPont upon the closing of the Dow-DuPont transaction), the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund.
6. How will the intended merger impact my U.S. 401(k) benefit?
We do not anticipate any impact to the U.S. Employees’ Savings Plan (401(k)) plan as a result of the anticipated merger. However, in the event a change were to occur, communications will be sent to all participants before becoming effective. If you have any questions or would like to access your account, Dow U.S. employees and retirees should contact Fidelity at 877-440-4015.
7. What will happen to the Dow stock in my U.S. 401(k) after the intended spins?
It is too early to comment on the impact of the intended spins. If any changes were to occur to the U.S. Employees’ Savings Plan (401(k)) plan, communications will be sent to all participants before becoming effective.
8. Is Dow current on funding its pension plans?
- Dow’s pension plans continue to meet all local funding requirements in all countries. The pension plans comply with these requirements, and the company is committed to meeting its legal funding requirements for its plans.
- More details on the U.S. qualified pension plans have been communicated through the annual funding notices, which include the plans’ funding percentage, the value of the plans’ assets and liabilities and a description of how the plans’ assets are invested as of specific dates. The Annual Funding Notices are sent to all plan participants at the end of April each year, and are available on www.dowfriends.com and www.retireesmatter.com. For specific questions about your pension, please call the HR Service Center at 877-623-8079.)
9. What will happen to the U.S. qualified pension plans as a result of the DowDuPont transaction?
No participant will suffer a loss to his or her accrued pension benefit as the result of the pending transaction.
- The IRS and Department of Labor rules strictly protect a participant’s rights to his or her accrued benefit.
- The amount of a participant’s vested accrued benefit in a qualified plan is strictly protected by federal law and cannot be reduced as a result of the contemplated transaction.
Qualified pension assets are held in trusts that are separate legal entities from both Dow and DuPont and will not be affected by the contemplated transaction. Qualified U.S. pension benefits are protected under federal law, and the plans must meet their obligation to existing pensioners and participants through the assets held in a secure trust. The protection under federal law generally prohibits plans from using pension funds for any purpose other than paying benefits.
Generally, funding rules require the pension plan to maintain a certain level of assets as compared to the amount of liabilities owed under the plan. Globally, the Dow pension plans comply with these requirements, and the Company is committed to meeting its legal funding requirements for its plans.
10. Can I get a pension lump sum payout?
This depends on the pension plan in which you participate and whether or not your pension has already commenced in the form of a monthly annuity. The DowDuPont transaction will not change the forms of payment available under the qualified plans. For specific questions about your pension, please call the Retiree Service Center at 800-344-0661, option 4.
11. What will happen to the U.S. medical plans?
There are no anticipated changes to the 2017 U.S. health care plans or pricing; however, Dow reserves the right to amend, modify and terminate the plans at any time in its sole discretion. The Company continually evaluates its benefits programs to ensure that it is providing high quality benefits plans for its employees and retirees.
12. I am an employee/retiree of Dow, what happens to my stock options?
- Dow stock options, whether vested or unvested, to purchase shares of Dow common stock will automatically convert into an equal number of options to purchase DowDuPont stock with the same vesting requirements if applicable
- Each share of Dow deferred stock that is outstanding will be automatically converted into a share of DowDuPont deferred stock
- Dow performance shares, whether vested or unvested, subject to performance targets that are outstanding will automatically convert into a share of DowDuPont deferred stock. The number of DowDuPont shares will be based on the greater of target or actual performance achieved at the effective time of the merger
13. As a Dow stockholder what obligations do I have after the merger closes?
- Dow stockholders will receive a letter of transmittal and instructions from an exchange agent on how to surrender their share certificates in exchange for the Dow merger consideration
14. From which company will I receive a dividend payment after the merger close?
- Dividend payments are made by DowDuPont to shareholders of DowDuPont stock.
15. What happens to open market options? Will strikes be reset and listed in the new entity?
- Please refer to NYSE, NASDAQ or other exchange on which your options are listed
16. What is the current DowDuPont Dividend?
- On April 25th, 2018, DowDuPont declared a dividend of 38 cents per share, payable June 15, 2018, to shareholders of record on February 28, 2018. This marks the second cash dividend issued by DowDuPont. Press Release
17. Why is the current DowDuPont Dividend lower than the Heritage Dow Dividend?
- With the first DowDuPont dividend issued in December 2017, heritage Dow shareholders received a total of five dividend payments in 2017, a greater than a 20 percent increase in total dividends paid to Dow shareholders 2017 vs. 2016. Also, when considering dividends paid to heritage Dow shareholders over 2017 and 2018 collectively (assuming the current DowDuPont dividend amount through year-end 2018) it would deliver the same absolute amount of cash as the legacy Dow dividend and payment schedule through 2018. While at face value the DowDuPont dividend is lower than the heritage Dow dividend, it is actually not at all a reduction in value (nor a reduction in cash you are receiving) in the near-term.
In deciding on DowDuPont's dividend, the Board engaged multiple external advisors to work in coordination with our internal teams to ensure that as a combined company, we established a capital allocation approach that returns excess cash to shareholders, while also preserving the financial flexibility to achieve the target capital structures for each of the three companies we intend to create. The current DowDuPont quarterly dividend is consistent with the targeted dividend payout ratios of each heritage company (Dow and DuPont), and is equivalent to the weighted average quarterly dividend of both heritage companies.