Dow and DuPont statement regarding phase II review by European Commission of the merger

The Phase II review is a common next step in the review process for a transaction of this size and scope under EU Merger Regulation. Under this regulation, Phase II generally provides the Commission with 90 working days to review the pending transaction. Dow and DuPont will continue to work constructively with the Commission to address their concerns and to obtain clearance for the merger, which we are confident will be achieved.

On July 20, 2016 DuPont and The Dow Chemical Company had announced that, at their respective special meetings of stockholders, stockholders of both companies have voted to approve all stockholder proposals necessary to complete the merger of equals transaction – a key milestone in the process to merge the two companies and subsequently pursue the intended spins of three highly focused, independent companies. The companies expect the merger transaction to close in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals.

"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, chair 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.”

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.

On June 22, DuPont and Dow began the formal process to obtain merger approval from the European Commission by submitting the required filing to obtain regulatory clearance in connection with the proposed merger of equals. Dow and DuPont continue to expect the transaction to close by year-end 2016, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.