8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2017

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-3433	38-1285128
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (989) 636-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement

On August 2, 2017, The Dow Chemical Company ( “Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) received the final required regulatory approval and clearance in connection with the proposed merger of equals transaction of the two companies.

On August 4, 2017, in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 11, 2015, as amended on March 31, 2017, by and among Dow, DuPont, DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.) (“DowDuPont”), Diamond Merger Sub, Inc. (“Diamond Merger Sub”) and Orion Merger Sub, Inc. (“Orion Merger Sub”), the parties thereto entered into a definitive agreement (the “Closing Date Agreement”), pursuant to which the parties agreed that all conditions to the closing under the Merger Agreement have been satisfied and that the closing of the merger of equals transaction between Dow and DuPont will take place on August 31, 2017.

The foregoing description of the Closing Date Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Closing Date Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On August 4, 2017, Dow issued a joint press release with DuPont (a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein) in connection with the Closing Date Agreement announcing that the closing of the merger of equals transaction between Dow and DuPont will take place on August 31, 2017.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description of Exhibit
2.1	Letter Agreement, dated as of August 4, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc., Diamond Merger Sub, Inc. and Orion Merger Sub, Inc.
99.1	Joint Press Release, August 4, 2017, issued by The Dow Chemical Company and E. I. du Pont de Nemours and Company.

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,” similar expressions, and variations or negatives of these words.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company’s control. Risks associated with the proposed merger are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 declared effective by the SEC on June 9, 2016 (File No. 333-209869), as last amended, (the “Registration Statement”) in connection with the proposed merger. Neither Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed merger, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE DOW CHEMICAL COMPANY
(Registrant)
By:	/s/ Amy E. Wilson
Name:	Amy E. Wilson
Title:	Corporate Secretary and Associate General Counsel

Date: August 4, 2017

THE DOW CHEMICAL COMPANY

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Letter Agreement, dated as of August 4, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc., Diamond Merger Sub, Inc. and Orion Merger Sub, Inc.
99.1	Joint Press Release, August 4, 2017, issued by The Dow Chemical Company and E. I. du Pont de Nemours and Company.

EX-2.1

Exhibit 2.1

August 4, 2017

E. I. du Pont de Nemours and Company

Attn: Stacy L. Fox

Chestnut Run Plaza, 974 Centre Road

Wilmington, Delaware 19805

Re: Merger Agreement - Closing Date

Ladies and Gentlemen,

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc.), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. (the “Merger Agreement”). Pursuant to Section 1.3 of the Merger Agreement, the parties thereto hereby agree that the Closing Date (as defined in the Merger Agreement) shall be August 31, 2017. The parties further agree that from and after the date of this letter agreement, all of the conditions set forth in Article VII of the Merger Agreement (x) shall be deemed to have been, and shall be deemed to remain, satisfied through the Effective Time (as defined in the Merger Agreement) and (y) have no further force or effect. Each party further hereby (i) irrevocably waives any and all rights it may have to terminate the Merger Agreement and (ii) agrees that it shall not take any action to terminate or purport to terminate the Merger Agreement.

Dow represents to DuPont that, if the Closing Date (as defined in the Merger Agreement) were today, the conditions set forth in Sections 7.3(a) and 7.3(b) of the Merger Agreement would be satisfied. DuPont represents to Dow that, if the Closing Date were today, the conditions set forth in Sections 7.2(a) and 7.2(b) of the Merger Agreement would be satisfied.

Other than as specifically set forth herein, all other terms and provisions of the Merger Agreement shall remain unaffected by the terms of this letter agreement, and shall continue in full force and effect. Article IX of the Merger Agreement shall apply to the terms hereof and is incorporated herein, mutatis mutandis.

The parties expressly agree that this letter agreement constitutes part of the entire agreement between the parties with respect to the Mergers (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement.

[Signature Page Follows]

Very truly yours,
THE DOW CHEMICAL COMPANY
By:	/s/ Charles J. Kalil
Name: Charles J. Kalil
Title: Executive Vice President and General Counsel

[Signature Page to Closing Date Letter Agreement]

Accepted and agreed as of the date first above written,
E. I. DU PONT DE NEMOURS AND COMPANY
By:	/s/ Stacy L. Fox
Name: Stacy L. Fox
Title: Senior Vice President and General Counsel
DOWDUPONT INC.
By:	/s/ Howard I. Ungerleider
Name: Howard I. Ungerleider
Title: Authorized Officer
By:	/s/ Nicholas C. Fanandakis
Name: Nicholas C. Fanandakis
Title: Authorized Officer
DIAMOND MERGER SUB, INC.
By:	/s/ Howard I. Ungerleider
Name: Howard I. Ungerleider
Title: Authorized Officer
ORION MERGER SUB, INC.
By:	/s/ Nicholas C. Fanandakis
Name: Nicholas C. Fanandakis
Title: Authorized Officer

[Signature Page to Closing Date Letter Agreement]

EX-99.1

Exhibit 99.1

DuPont and Dow Set Closing Date for Merger of Equals

— All Conditions Satisfied —

— Merger Will Close August 31, 2017 —

WILMINGTON, Del. and MIDLAND, Mich., August 4, 2017— DuPont (NYSE: DD) and The Dow Chemical Company (NYSE: DOW) announced today that all required regulatory approvals and clearances have been received, that all conditions to closing of their merger of equals have been satisfied, and that their merger of equals will close after the market closes on August 31, 2017.

Shares of Dow and DuPont will cease trading at the close of the New York Stock Exchange (NYSE) on August 31. Shares of DowDuPont will begin trading on the NYSE under the stock ticker symbol “DWDP” on September 1, 2017.

The companies continue to expect the intended spin-offs to occur within 18 months of closing.

Additional information is available at www.dowdupontunlockingvalue.com.

ABOUT DOW

Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The Company is driving innovations that extract value from material, polymer, chemical and biological science to help address many of the world’s most challenging problems, such as the need for fresh food, safer and more sustainable transportation, clean water, energy efficiency, more durable infrastructure, and increasing agricultural productivity. Dow’s integrated, market-driven portfolio delivers a broad range of technology-based products and solutions to customers in 175 countries and in high-growth sectors such as packaging, infrastructure, transportation, consumer care, electronics, and agriculture. In 2016, Dow had annual sales of $48 billion and employed approximately 56,000 people worldwide. The Company’s more than 7,000 product families are manufactured at 189 sites in 34 countries across the globe. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

ABOUT DUPONT

DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and thought leaders, we can help find solutions to such global challenges as providing enough healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the environment. For additional information about DuPont and its commitment to inclusive innovation, please visit www.dupont.com.

Contact Information

Dow Contacts	DuPont Contacts
Investors Neal Sheorey nrsheorey@dow.com +1 989-636-6347	Investors Greg Friedman greg.friedman@dupont.com +1 302-774-4994
Media Rachelle Schikorra ryschikorra@dow.com +1 989-638-4090	Media Dan Turner daniel.a.turner@dupont.com +1 302-996-8372

Cautionary Notes on 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,” similar expressions, and variations or negatives of these words.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company’s control. Risks associated with the proposed merger are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 declared effective by the SEC on June 9, 2016 (File No. 333-209869), as last amended, (the “Registration Statement”) in connection with the proposed merger. Neither Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed merger, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.