投资理论

陶氏杜邦是农业和特种产品领域的领导者,结合了传统陶氏和杜邦的互补投资组合、资源和能力。DowDuPont于2019年4月1日成功完成了其材料科学部门Dow Inc.的分拆,并打算在2019年6月前将农业和特种产品部门拆分为独立的上市公司,但需经董事会批准。每个公司都有自己明确的重点、规模优势,以及为客户提供卓越解决方案和选择的增强能力。通过成立三家独立的公司,DowDuPont预计将带来36亿美元的成本协同效应和10亿美元的增长协同效应,这符合其提高股东总价值的基本承诺。

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注:本函件包含联邦证券法意义上的“前瞻性陈述”,包括经修订的《1933年证券法》第27A节和经修订的《1934年证券交易法》第21E节。在这种情况下,前瞻性陈述通常涉及预期的未来业务、财务业绩和财务状况,并经常包含诸如“期望”、“预期”、“打算”、“计划”、“相信”、“寻求”、“看到”、“将”、“将”、“目标”等词,类似的表达,以及这些词的变体或否定形式。

2015年12月11日,陶氏化学公司(“道”)和依杜邦·德·穆尔和公司(“杜邦”)宣布进入一个协议和合并,计划3月31日修订的2017年(“合并协议”),公司将结合在全股票对等合并事务(“合并交易”)。合并交易于2017年8月31日完成,陶氏和杜邦分别成为陶氏杜邦公司(DowDuPont)的子公司。有关更多信息,请参阅每个DowDuPont的陶氏和杜邦的最新年度,季度和当前报告形式10 - k, 10和公布,视情况而定,并联合签署的委托书/说明书包含在注册声明形式提交的4 DowDuPont与SEC 3月1日,2016(文件号333 - 209869),根据2016年6月7日的最后修订,并于2016年6月9日由美国证券交易委员会宣布生效(“注册声明”),与合并交易有关。

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including the intended separation of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) impact of the divestitures required as a condition to consummation of the Merger Transaction as well as other conditional commitments; (iii) achievement of the anticipated synergies by DowDuPont’s agriculture, materials science and specialty products businesses; (iv) risks associated with the Intended Business Separations, including those that may result from the comprehensive portfolio review undertaken by the DowDuPont board, changes and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, disruptions in the financial markets or other potential barriers; (v) the risk that disruptions from the Intended Business Separations will harm DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), including current plans and operations; (vi) the ability to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the completion of the merger or the Intended Business Separations; (viii) uncertainty as to the long-term value of DowDuPont common stock; (ix) continued availability of capital and financing and rating agency actions; (x) legislative, regulatory and economic developments; (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the Intended Business Separations that could affect the company’s financial performance and (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the merger and the Intended Business Separations, are more fully discussed in (1) the Registration Statement and (2) the current, periodic and annual reports filed with the SEC by DowDuPont and to the extent incorporated by reference into the Registration Statement, by Dow and DuPont. While the list of factors presented here is, and the list of factors presented in the Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DowDuPont’s, Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed transaction and intended business separations, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.