DuPont Says Dow Merger on Track to Close By September

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By Eleanor Tyler

DuPont Co. and the Dow Chemical Co. said May 17 that they are on track to close their $130 billion merger between Aug. 1 and Sept. 1—a deal that has been reviewed by major antitrust enforcers all over the globe.

The announcement means that the companies consider themselves close to an end to merger review by the U.S. Justice Department, one of the last major antitrust enforcers still reviewing the proposed tie-up. India, Australia and Canada are also still reviewing the deal, which the parties announced in December 2015.

The parties also announced May 17 that Brazil’s antitrust regulator, CADE, has voted to clear the deal with conditions. CADE joins the EU and China among large merger enforcement jurisdictions that have approved the deal with conditions.

“Dow and DuPont continue to work constructively with regulators in the remaining relevant jurisdictions to obtain clearance for the merger, which they are confident will be achieved,” the companies said.

Dow spokeswoman Rachelle Schikorra told Bloomberg BNA that the proposed merger is “on track in all jurisdictions.”

Approvals, Conditions Growing

Brazil’s CADE conditioned the approval on divestment of a portion of Dow AgroSciences’ corn seed business in Brazil, including seed processing plants, research centers, a copy of Dow’s Brazilian corn germplasm bank and the Morgan brand. The companies said they also must license use of the Dow Seeds brand for a certain period of time.

The European Union’s competition commission cleared the merger on March 27 but demanded that the parties divest DuPont’s research and development pipeline for pesticides worldwide. The EU also required divestiture of Dow’s global Ethylene Acrylic Acid copolymers and ionomers business.

The parties gained approval from Chinese regulators on May 2. China’s MOFCOM demanded commitments similar to those imposed by the EU, and it also placed conditions on the deal related to the supply and distribution of herbicide and insecticide ingredients and formulations for rice crops for five years after the deal closes.

Three Remaining Hurdles

The U.S. Justice Department is still reviewing the proposed merger. The parties received a second request for information from DOJ in December 2016, which signals a substantive investigation into the merger’s competitive impacts.

India started an in-depth investigation into the deal in March. Schikorra said at that time that the companies “have been working constructively” with India’s competition commission to clear the deal, and the parties “are confident that we can fully resolve any issues identified” by India.

Australia released a statement of issues with the tie-up in November 2016. Australia’s competition regulator flagged research and development as a concern, as did China and the EU. It also mentioned concerns about competing patented insecticides for chewing and sucking pests and canola seed.

“Dow and DuPont’s existing products overlap in a large number of areas,” Australian Competition and Consumer Commission chairman Rod Sims said in announcing the agency’s reservations about the deal. Australia’s regulator was supposed to have a decision on the deal in February, but it has extended its review without setting a new deadline.

To contact the reporter on this story: Eleanor Tyler in Washington at etyler@bna.com

To contact the editor responsible for this story: Fawn Johnson at fjohnson@bna.com

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