DowDuPont Inc. (NYSE:DWDP) agreed to spin off Material Science Business on December 11, 2015. The spun off company will consist of DuPont's Performance Materials segment, as well as Dow's Performance Plastics, Performance Materials and Chemicals, Infrastructure Solutions, and Consumer Solutions operating segments. Post spin-off, the material division will become the new Dow Inc. The dividend payment equals one share of stock in the new Dow for each DowDuPont share held on the record date. As of March 8, 2019, the distribution ratio states that each DowDuPont stockholder will receive one share of Dow common stock for every three shares of DowDuPont common stock held as of the close of business on the record date for the distribution. DowDuPont stockholders may also receive cash in lieu of any fractional shares. In related transactions, the combined company DowDuPont will also spin off Agriculture Business and Specialty Products Businesses. These transactions will create three separate publicly trading companies. Dow Holdings Inc.'s common stock will be listed on the New York Stock Exchange under the symbol “DOW.” The new Dow Inc. will maintain its headquarters in Midland. The new Board of Directors will include Chairman Jeff Fettig, Chief Executive Officer Jim Fitterling, Ajay Banga, Jacqueline K. Barton, James A. Bell, Wesley G. Bush, Richard K. Davis, Jacqueline Hinman, Dennis H. Reilley, Ruth G. Shaw, and Daniel Yohannes. Howard I. Ungerleider will act as President and Chief Financial Office. Jim Fitterling, Chief Operating Officer of the current materials sciences division, has been named as the Chief Executive Officer of the new Dow.

The transaction is subject to regulatory body approval and board approval of DowDuPont. Dow must complete the necessary registration under U.S. federal securities laws of the Dow common stock to be issued in the distribution. Dow must also complete the applicable listing requirements of the NYSE for such shares. The deal is also subject to the DowDuPont board of directors having received an opinion from a nationally recognized provider of such opinions, to the effect that, following the distribution, Dow and DowDuPont will each be solvent and adequately capitalized, and that DowDuPont has adequate surplus under Delaware law to declare the dividend of Dow common stock; the Internal Reorganization and Business Realignment as they relate to Dow having been effectuated prior to the distribution date; DowDuPont having elected the individuals to be members of the Dow board of directors following the distribution, and certain directors as set forth in the separation agreement having resigned from the DowDuPont board of directors; the receipt (i) by DowDuPont of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance satisfactory to DowDuPont (the “DowDuPont Tax Opinion”) and (ii) by Dow of an opinion of each of Weil, Gotshal & Manges LLP and Ernst & Young LLP, in form and substance satisfactory to Dow (in its sole discretion) (the “Dow Tax Opinions” and, together with the DowDuPont Tax Opinion, the “Tax Opinions”), resignation of Directors of Dow Inc., each substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a tax-free transaction, the IRS not having revoked the IRS Ruling. DowDuPont stockholder approval of the distribution is not required. As of March 7, 2019, the transaction has been approved by the Board of DowDuPont.

Advisory Committees will be established for each of the businesses. Edward D. Breen, Chairman and Chief Executive Officer of DuPont will lead the Agriculture and Specialty Products Committees and Andrew N. Liveris, Dow's Chairman and Chief Executive Officer will lead the Material Science Committee. As of September 1, 2017, the deal is expected to close within eighteen months. The agriculture business will likely take the DuPont name, while materials science could take the Dow name. The three businesses will be spun-off between March 2019 and August 2019. As of October 9, 2018, DowDuPont has submitted a Form 10 Registration Statement to the US Securities and Exchange Commission to begin the process of spinning off its materials science division (Dow). As of March 13, 2019, U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10. The record date for distribution is set as March 21, 2019. The process is expected to be finalized by April 1, 2019. Weil, Gotshal & Manges LLP acted as legal advisor and Ernst & Young LLP acted as accountant for Dow Holdings Inc. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for DowDuPont Inc. Computershare acted as DowDuPont's transfer agent and registrar. Morgan Stanley (NYSE:MS) acted as financial advisor to DowDuPont Inc. JP Morgan and Evercore acted as the financial advisors on the deal. JPMorgan acted as financial advisor to DowDuPont.

DowDuPont Inc. (NYSE:DWDP) completed the spin off of Dow Inc. (NYSE:DOW.WI) for $21.1 billion on April 1, 2019. As on April 1, 2019, separation and distribution agreement was signed for the deal. Dow begins "regular way" trading on April 2, 2019, on the NYSE under the symbol "DOW." George A. Casey Heiko Schiwek, Roger Morscheiser, Jordan Altman and Doreen E. Lilienfeld of Shearman & Sterling LLP acted as legal advisors to Dow Inc.