Dow Chemical Buys Out 72 Year Old Joint Venture Ahead of Massive DuPont Tieup, Three Way Spin

Last week, Dow Chemical(DOW) and DuPont(DD) announced a massive merger. We had reported earlier in the week on chatter about the potential deal, and the outlines of the final deal were pretty much as described.  The $130 billion merger will briefly create a company that had a combined $83 billion in revenue last year. The company will, however, split into three by the end of 2018.

“When the board asked me to step in as C.E.O., Andrew called me that day,” Mr. Breen said in a phone interview. “I chuckled because I knew why he was calling.”

The two met the following Sunday and spent the afternoon discussing logistics. Mr. Liveris initially proposed merging and splitting into two companies, and Mr. Breen said three. Three it would be.

What will emerge are three business: one specializing in agricultural chemicals, with $19 billion in pro forma sales last year; one in plastics and other materials, with $51 billion in annual revenue; and a third in specialty products like those for electronics and nutrition, which would have about $13 billion in annual sales.

Of those businesses, agriculture has received the most attention. Once combined, the two companies would command about 25 percent of the agriculture market, according to Argus Research.

On the heels of the merger announcement, Dow CEO Andrew Liveris also announced a deal to buy out Dow Corning joint venture partner Corning(GLW).  The joint venture was both long-lived and resilient, having originally been started in 1943 and spending 1995 until 2004 under bankruptcy protection.  Corning will receive 40% of Hemlock Semiconductor and $4.8 billion in cash for its stake in Dow Corning in a tax efficient asset swap. The transaction is expected to add $1 billion in annual EBITDA to Dow.

Disclosure: The author has no position in any stock mentioned