DuPont Sustainable Solutions to Become Independent Consulting Firm
New firm to continue to help clients improve the safety, productivity and sustainability of their operations
DowDuPont Specialty Products division announced it will divest its DuPont Sustainable Solutions (DSS) business to create a new, independent global operations management consulting firm. The new firm will be led and operated by existing DSS management and supported by Gyrus Capital, an investment firm based in Geneva, Switzerland. Financial information was not disclosed. “As client needs for a broader set of consulting services grow, the transition to an independent company will allow for increased flexibility to serve our clients and bring innovative solutions to market faster,” said Davide Vassallo, Global Managing Director of DuPont Sustainable Solutions. “We are excited about the opportunity to build on our DuPont heritage and better meet the needs of our clients in this increasingly complex and changing world.” The new company will maintain its strong connection to its DuPont heritage. DSS will retain the rights to Intellectual Property related to the services it sells and will have continued access to the DuPont Sustainable Solutions name, the DuPont logo, knowledge, sites, capabilities and resources for a period of time. “We are extremely proud of the many accomplishments we’ve made together with DSS. The DSS team has always been the practitioners and leaders embodying our core value of Safety, and in the new DuPont we remain resolute in our commitment to Safety and Health,” said Marc Doyle, Chief Operating Officer, DowDuPont Specialty Products division. “We wish DSS continued success as they chart their future.” DSS will continue to help clients improve safety, minimize risk, increase operational performance and transform cultures and capabilities to sustain these improvements. Current core areas of expertise – operational risk management, operations excellence and leading-edge learning technologies – will be enhanced by capabilities in digital transformation, data analytics and innovation to help clients accelerate improvements. The transaction is expected to close in July 2019 pending the completion of all closing conditions.
DuPont Sustainable Solutions has more than 600 consultants and subject matter experts worldwide, serving clients in over 60 countries. Its clients come from industries such as oil and gas, chemicals/petrochemicals, mining and metals, and manufacturing. For 50 years, DSS has been making the world a better place by collaborating with clients to manage risk and improve the safety of their people and productivity of their operations, while developing the capability of workforces to sustain those improvements. In 2017 and 2018, DSS was named the #1 EHS Consulting Firm (brand preference) by independent research firm Verdantix.
About DuPont Sustainable Solutions
DuPont Sustainable Solutions (DSS), a DowDuPont Specialty Products Division business, is a leading provider of world-class operations management consulting services to help organizations transform and optimize their processes, technologies and capabilities. DSS is committed to improving the safety, productivity and sustainability of organizations around the world.
About DowDuPont Specialty Products Division
DowDuPont Specialty Products, a division of DowDuPont (NYSE: DWDP), is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, health and wellness, food and worker safety. DowDuPont intends to separate the Specialty Products Division, which will be called DuPont, into an independent, publicly traded company. More information can be found at http://www.dow-dupont.com.
Cautionary Statement About Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words. DowDuPont plans to separate into three, independent, publicly traded companies-one for each of its agriculture, materials science and specialty products businesses (the “Intended Business Separations” and the transactions to accomplish the Intended Business Separations, the “separations”). In furtherance of the Intended Business Separations, DowDuPont is engaged in a series of reorganization and realignment steps to realign its businesses so that the assets and liabilities aligned with the materials science business will be held by legal entities that
will ultimately be subsidiaries of Dow Holdings Inc. (“Dow”) and the assets and liabilities aligned with the agriculture business will be held by legal entities that will ultimately be subsidiaries of Corteva Inc. (“Corteva”). Following this realignment, DowDuPont expects to distribute its materials science and agriculture businesses through two separate U.S. federal tax-free spin-offs in which DowDuPont stockholders, at the time of such spin-offs, will receive pro rata dividends of the shares of the capital stock of Dow and of Corteva, as applicable (the “distributions”). Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including statements about the Intended Business Separations, the separations and distributions. Forward-looking statements, including those related to the DowDuPont’s ability to complete, or to make any filing or take any other action required to be taken to complete, the separations and distributions, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements also involve risks and uncertainties, many of which are beyond the DowDuPont’s control. Some of the important factors that could cause DowDuPont’s, Historical Dow’s or Historical DuPont’s actual results (including DowDuPont’s agriculture business, materials science business or specialty products business as conducted by and through Historical Dow and Historical DuPont) to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) ability and costs to achieve all the expected benefits, including anticipated cost and growth synergies, from the integration of Historical Dow and Historical DuPont and the Intended Business Separations; (either directly or as conducted through Historical Dow and Historical DuPont), (ii) the incurrence of significant costs in connection with the integration of Historical Dow and Historical DuPont and the Intended Business Separations; (iii) risks outside the control of DowDuPont, Historical Dow and Historical DuPont which could impact the decision of the DowDuPont Board of Directors to proceed with the Intended Business Separations, including, among others, global economic conditions, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile foreign currency exchange rates, tax considerations, and other challenges that could affect the global economy, specific market conditions in one or more of the industries of the businesses proposed to be separated, and changes in the regulatory or legal environment and requirement to redeem $12.7 billion of DowDuPont notes if the Intended Business Separations are abandoned or delayed beyond May 1, 2020; (iv) potential liability arising from fraudulent conveyance and similar laws in connection with the separations and distributions; (v) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont’s business (either directly or as conducted by and through Historical Dow or Historical DuPont), or financial performance and its ability to retain and hire key personnel; (vi) uncertainty as to the long-term value of DowDuPont common stock; (vii) potential inability to access the capital markets; and (viii) risks to DowDuPont’s, Historical Dow’s and Historical DuPont’s business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations,
including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for the DowDuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the DowDuPont’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; 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 are and will be more fully discussed in DowDuPont’s current, quarterly and annual reports and other filings made with the U. S. Securities and Exchange Commission (the “Commission”) as well as the preliminary registration statements on Form 10 of each of Dow and Corteva, in each case as may be amended from time to time in future filings with the Commission. While the list of factors presented here is 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, Historical Dow’s, Historical DuPont’s, Dow’s or Corteva’ s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Historical Dow, Historical DuPont, Dow or Corteva assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A) of the 201[8] annual reports on Form 10-K of each of DowDuPont, Historical Dow and Historical DuPont and as set forth in the preliminary registration statements on Form 10 of each of Dow and Corteva, in each case as may be amended from time to time in future filings with the Commission.
