Wilmington, Delaware, USA
April 3, 2019
- Company’s Action Intended to Increase the Market Price of Its Common Stock in Connection with the Intended Separation of Its Agriculture Business
- Special Meeting of Shareholders to Approve Reverse Stock Split Scheduled for May 23, 2019
DowDuPont Inc. (NYSE: DWDP) announced today that its Board of Directors has approved a reverse stock split of the Company’s common stock. The reverse stock split is intended to increase the market price of DowDuPont’s common stock in connection with the Company’s intended distribution of all of the shares of common stock of its wholly owned subsidiary, Corteva Inc., which holds the Company’s Agriculture Business, to the holders of the Company’s common stock on a pro rata basis (the “Corteva Distribution”). The reverse stock split is subject to stockholder approval. If approved, the Company expects to implement the reverse stock split effective immediately following the Corteva Distribution.
The Company plans to hold a Special Meeting of Stockholders, at which stockholders are being asked to vote on a proposal to adopt and approve the reverse stock split, at 9:00 am local time, on May 23, 2019, at 974 Centre Road, Chestnut Run Plaza, Building 730 in Wilmington, Delaware. DowDuPont’s Board has set May 1, 2019 as the record date for stockholders entitled to vote at the special meeting.
If stockholders approve the reverse stock split, the Board of Directors will select a reverse stock split ratio of not less than 2-for-5 and not greater than 1-for-3, with an exact ratio as may be determined by the Board of Directors at a later date so that, depending on the ratio chosen, stockholders’ shares of issued and outstanding common stock will be converted at a ratio between (i) two shares of issued and outstanding common stock for every five shares of common stock owned and (ii) one share of issued and outstanding common stock for every three shares of common stock owned. The price of each common share is expected to increase so that a stockholder would have fewer but higher priced shares. A reverse stock split would not have any impact on the voting and other rights of stockholders, and will have no impact on the Company’s business operations or any of its outstanding indebtedness.
Even if the reverse stock split is approved by the Company’s stockholders, the Board of Directors may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split if the Board of Directors determines that the reverse stock split is no longer in the best interests of the Company or its stockholders.
DowDuPont will file a preliminary proxy statement related to the special meeting later today. The Company expects to file and mail its definitive proxy material in due course. DowDuPont encourages stockholders to read the proxy statement and other material relating to the special meeting, as it contains important information. Stockholders may obtain a free copy of the proxy statement and other documents that the company files with the SEC at the SEC’s website at www.sec.gov, or from the company by directing a request to DowDuPont Inc., 974 Centre Road, Wilmington, Delaware 19805, Attention: Investor Relations, or at www.dow-dupont.com.
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