Dow DuPont told that its Board of Directors has approved the previously announced separation of Dow DuPont's Agriculture Division, which will become Corteva Agriscience™ on June 1, 2019. To effect the separation, the Dow DuPont Board of Directors declared a pro rata dividend of all of the outstanding shares of common stock of Corteva, Inc. ("Corteva"). The dividend is expected to be paid on June 1, 2019 to Dow DuPont stockholders of record as of the close of business on May 24, 2019, the record date. Effective as of the distribution date, each Dow DuPont stockholder will receive one (1) share of Corteva common stock for every three (3) shares of Dow DuPont common stock they held on the record date. Registered Dow DuPont stockholders will receive cash in lieu of any fractional shares of Corteva common stock (the "Corteva Distribution").
The announcement marks a major milestone toward successfully separating Corteva on June 1," said Ed Breen, Chief Executive Officer of Dow DuPont. "We believe Corteva is set to be a leading pure-play agriculture company with a balanced portfolio and robust innovation pipeline that will drive long-term value for shareholders."
The New York Stock Exchange (the "NYSE") has authorized Corteva's common stock for listing and has advised that "when-issued" trading will begin on May 24, 2019 under the symbol "CTVA-WI." Following the spin-off, on June 3, 2019, Corteva common stock will begin "regular way" trading on the NYSE under the symbol "CTVA."
Dow DuPont also provided additional information regarding its intended reverse stock split. As previously announced, the company is seeking stockholder approval at a special meeting on May 23, 2019 for a reverse stock split of its common stock at a ratio of not less than 2-for-5 and not greater than 1-for-3 (the "Reverse Stock Split"), with the specific ratio to be determined by the Board of Directors.
Dow DuPont announced today that if Dow DuPont's stockholders approve the reverse stock split, the Board of Directors currently intends to select a reverse stock split ratio of one (1) new share of Dow DuPont common stock for three (3) shares of current Dow DuPont common stock and to implement the reverse stock split effective immediately following the Corteva Distribution. In connection with the Reverse Stock Split, it is expected that stockholders will receive cash in lieu of any fractional shares of Dow DuPont common stock.
Beginning on May 24 and continuing through May 31, 2019, it is expected that there will be two markets in DowDuPont common stock on the NYSE: a "regular-way" market under the symbol "DWDP," in which DowDuPont shares will trade with the right to receive shares of Corteva common stock in the spin-off, and an "ex-distribution market" under the symbol "DD-WI," in which DowDuPont shares will trade without the right to receive shares of Corteva common stock in the spin-off.
If you sell your DowDuPont shares in the "regular-way" market on or prior to the distribution date, you will be selling your right to receive Corteva common stock in the Corteva Distribution. If you buy DowDuPont shares in the "regular-way" market on or after the record date but on or prior to the distribution date, you are buying the right to receive Corteva common stock in the Corteva Distribution.
The price of shares of Dow DuPont common stock traded in the "ex-distribution market" is expected to represent the right to a share of Dow DuPont common stock following the Corteva Distribution, giving effect to the reduction of the number of outstanding shares of Dow DuPont common stock as a result of the Reverse Stock Split (if approved by stockholders and implemented by the Board of Directors, which Dow DuPont expects to be able to definitively announce on May 23, 2019). Investors are encouraged to consult with their financial advisors regarding the specific implication of buying or selling Dow DuPont common stock on or before the distribution date.
Dow DuPont is a holding company comprising the future Corteva Agriscience™ and DuPont, which are expected to separate on June 1, 2019, creating two strong, independent, publicly traded companies in the agriculture and specialty products sectors, respectively. Each will lead their industry through productive, science-based innovation to meet the needs of customers and help solve global challenges. Dow DuPont completed the separation of the Materials Science business through the spin-off of Dow Inc.
Corteva Agriscience™, Agriculture Division of Dow DuPont, is intended to become an independent, publicly traded company when the previously announced spinoff is complete by June 2019. The division combines the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences.
