DuPont To Sell Part Of Crop Protection Unit To FMC; Amends Merger Deal With Dow

(RTTNews) - DuPont (DD) announced Friday that it has entered into a definitive agreement with FMC Corp. (FMC) to divest a portion of DuPont's Crop Protection business, including certain research and development capabilities. Further, DuPont will acquire substantially all of FMC's Health & Nutrition business.

Following the deal, DuPont and Dow Chemical Co. (DOW) have amended the merger agreement.

The FMC transaction includes consideration to DuPont of $1.6 billion to reflect the difference in the value of the assets, including cash of $1.2 billion and working capital of $425 million.

The divestiture will satisfy DuPont's commitments to the European Commission in connection with its conditional regulatory clearance of the merger with Dow.

Edward Breen, chairman and chief executive officer of DuPont, said, "This agreement with FMC is a win-win. It is pro-competitive; it advances the regulatory approval process; and it maintains the strategic logic and value creation potential of our merger with Dow and the three independent companies we intend to create," concluded Breen.

The merger transaction is still expected to generate cost synergies of approximately $3 billion and growth synergies of $1 billion.

The transaction with FMC is expected to close in the fourth quarter of 2017, subject to the closing of the DuPont and Dow merger, in addition to other customary closing conditions, including regulatory approvals.

Further, to accommodate the requirements of the FMC transaction, DuPont and Dow have amended the merger agreement to extend the "Outside Date" to August 31, 2017. The companies now anticipate closing of the merger to occur between August 1 and September 1, subject to satisfaction of customary closing conditions.

The companies still expect the intended spin-offs to occur within 18 months after closing. In addition, Dow and DuPont announced that they now expect the first spin-off of the intended separation process will be the spin-off of the post-merger Material Science company.