DuPont-Dow Merger Delayed By FMC Asset Deal

To win European Union approval for its merger with Dow Chemical (DOW.N), DuPont (DD.N) has announced its intentions to sell part of its crop protection business to FMC Corp. (FMC.N) while buying another unit of the company. This will delay the closing of the DuPont-Dow merger for the third time. DuPont’s merger with Dow is now anticipated to close between Aug. 1 and Sept. 1. They previously predicted that the closing would happen in the first half of 2017.

The deal with FMC is expected to close in the fourth quarter and is subject to the closing of the DuPont-Dow merger. FMC will acquire DuPont’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios along with most of its Crop Protection research and development pipeline and organization. DuPont’s crop protection unit makes herbicides and insecticides for cereals and produce. In 2016, those assets generated revenues of about $1.4 billion.

DuPont said it would buy nearly all of FMC’s health and nutrition business. FMC’s Health & Nutrition business generated more than $700 million in revenues in 2016. DuPont will integrate the business with its existing Nutrition & Health business. Because of the difference in the value of the assets, DuPont will come out ahead by about $1.6 billion. Evercore and Goldman, Sachs & Co. are serving as DuPont’s financial advisors for the transaction, with Skadden, Arps, Slate, Meagher & Flom LLP acting as its legal advisor.

Pierre Brondeau, FMC president, CEO, and chairman, said in a statement, “The combination of market-leading products from DuPont’s crop protection portfolio and its world-class R&D capabilities will transform our Agricultural Solutions business into a tier-one ag technology company.” FMC’s shares rose as much as 17 percent after the announcement. DuPont’s shares fell 1.5 percent and Dow’s shares were down marginally.

DuPont CEO Edward Breen said that receiving conditional approval from the European Commission was “the big hurdle to get over.” The Dow-DuPont merger still has to be approved by regulators in the United States, Brazil, China, Australia and Canada. Dow and DuPont said they are confident of clearing all remaining jurisdictions.

Once the merger has been approved, the companies will combine their businesses into a single operation. The combined company will eventually be spun-off into three independent publicly traded companies. The spin-offs are expected to happen within 18 months of the merger closing.