The Dow Chemical Company (NYSE:DOW) entered into a definitive agreement to acquire E. I. du Pont de Nemours and Company (NYSE:DD) in a merger of equals transaction for approximately $61.8 billion in stock on December 11, 2015. As per terms of the transaction, Dow shareholders will receive a fixed exchange ratio of 1 share of DowDuPont (HoldCo) for each Dow share, whereas DuPont shareholders will receive a fixed exchange ratio of 1.282 shares in DowDuPont for each DuPont share. Upon closing of the transaction, the combined company would be named DowDuPont. DowDuPont will be dual headquartered in Midland, Michigan and Wilmington, Delaware. Pursuant to the transaction DowDuPont will be separated into three independent, publicly traded companies through tax-free spin-offs. Dow and DuPont shareholders will each own approximately 50% of the combined company, on a fully diluted basis, excluding preferred shares. In case of termination of transaction, DuPont and Dow Chemical, as the case may be, will pay to the other party a termination fee equal to $1.9 billion in cash.

Pursuant to the transaction, Andrew N. Liveris, President, Chairman and Chief Executive Officer of Dow, will become Executive Chairman of the newly formed DowDuPont Board of Directors and Edward D. Breen, Chair and Chief Executive Officer of DuPont, will become Chief Executive Officer of DowDuPont. DowDuPont's board is expected to have 16 directors, consisting of eight current DuPont directors and eight current Dow directors. Howard Ungerleider will become Chief Financial Officer for DowDuPont. Stacy Fox will become general counsel for DowDuPont. Charles J. Kalil will become special counsellor to the Executive Chairman of DowDuPont, as well as general counsel for the material science business. Jim Fitterling, currently President and Chief Operating Officer for Dow, will become Chief Operating Officer for DowDuPont's material science business. Dow Chemical on July 13, 2017 named Pedro Suarez as new chief commercial officer. Pedro Suarez will succeed Joe Harlan who is retiring following closing of the merger.

The completion of the deal is subject to regulatory approval, the receipt of certain domestic and foreign approvals under competition laws if required including HSR Act, European Commission, Canada Competition Act Clearance, Chinese Ministry of Commerce of the Mergers and Brazil's Council for Economic Defence, the effectiveness of the Form S-4, the approval of the shares of consideration shares to be issued in the merger for listing on the NYSE and the approval of the shareholders of Dow and DuPont on July 20, 2016. The conditions for approval include divesting Dupont's research and development department as well as assets related to pesticides and herbicides used in rice. The transaction was unanimously approved by the Board of Directors of The Dow Chemical Co and DuPont.

US regulators extended the deadline for the review of the merger by 30 days. As of March 23, 2016, the deal was approved by officials in New Castle County. On July 20, 2016, the transaction was approved by shareholders of Dow and DuPont. On September 2, 2016, DuPont and Dow mutually agreed to grant the European Commission an extension of 10 working days. As of October 25, 2016, the transaction is now expected to complete in the first half of 2017. As of February 8, 2017, the deadline for the European Commission to review the proposals has been extended to April 4, 2017. As of March 20, 2017, Fair trade regulator CCI has sought public scrutiny of the transaction. As of March 27, 2017, the European Commission approved the transaction. On March 31, 2017, pursuant to commitments given to the European Commission in connection with its conditional approval of the transaction, DuPont and FMC Corporation entered into a definitive transaction agreement. On March 31, 2017, DuPont entered into an amendment to the agreement and plan of merger, dated as of December 11, 2015, with Dow. As of May 5, 2017, The General Superintendence of the Administrative Council for Economic Defense–CADE recommended the approval of transaction. As of May 17, 2017, CADE approved the transaction. As of May 2, 2017, Chinese Commerce Ministry conditionally approved the transaction. As of June 15, 2017, Dow and DuPont received Antitrust Clearance from U.S. Department of Justice for the deal subject to court approval and it does not require the companies to make any additional divestitures. ACCC conditionally approved the transaction as of June 21, 2017. The transaction is now expected to close between August 1, 2017 and September 1, 2017.

Roger Altman, Eduardo Mestre, Stephen Schaible, Rafael Polanco, Donatella De Ieso, Bharat Venugopal, Yan Chen and Michael Pappas of Evercore Group L.L.C and Goldman, Sachs & Co. acted as the financial advisors and Peter Allan Atkins, David Rievman, Regina Olshan, Clifford Aronson, Stacy Kanter, Stephanie Teicher, Bruce Goldner, Don Frost, Nathan Giesselman and Brandon Van Dyke of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for E.I. du Pont. Gerald Rosenfeld, Richard Whitney, Atish Basu, Rich Thomas, Alex Stern of Lazard Frères & Co. LLC, David Friedman and Michael Klein of Klein and Company and Rob Kindler and Carl Contiguglia of Morgan Stanley & Co. LLC acted as financial advisors and Michael J. Aiello, James R. Griffin, Sachin Kohli, Kenneth Heitner, Corey Chivers, Paul Wessel, Amy Rubin, John Dedyo, Douglas Urquhart, David Lender and Theodore Tsekerides of Weil, Gotshal & Manges LLP acted as legal advisors for The Dow Chemical. Rob Spatt, Stephen Wiseman and Paul Bennett of Simpson Thacher & Bartlett LLP acted as legal advisor for Klein Group, Lazard and Morgan Stanley. Duncan Stuart acted as in-house legal advisor to Dow Chemical. George Cary, Tilman Kuhn, Elaine Ewing and Dirk Schroeder of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to Dow Chemical. Stacy Fox and Erik Hoover acted as in-house legal advisors to E.I. du Pont. Jessica Tuchinsky and Rob Spatt of Simpson Thacher & Bartlett LLP acted as legal advisor to Dow Chemical's financial advisors and Jeffrey J. Rosen, Jonathan E. Levitsky and Gary M. Friedman of Debevoise & Plimpton acted as legal advisors to Evercore. Keith Hallam of Cravath, Swaine & Moore acted as legal advisor for Goldman, Sachs & Co. Jacqueline Downes, Felicity McMahon and Lovelle D'Souza acted as legal advisor for E.I. du pont. King & Wood Mallesons LLP acted as legal counsel to Dow. Dow agreed to pay each of Lazard Frères, Morgan Stanley and Klein and Company, $27.5 million, $5 million of which was paid within ten days after the execution of the agreement, $5 million of which will become payable upon the approval by Dow stockholders and the remainder of which will become payable upon completion. Additionally, Dow may pay each of Lazard Frères, Morgan Stanley and Klein and Company an additional fee of up to $5 million in its sole discretion upon completion. E. I. du Pont has agreed to pay Goldman Sachs a transaction fee of $40 million, $4 million of which became payable upon execution of the agreement and the remainder is payable upon completion. Evercore is entitled to receive an opinion fee of $4 million, which Evercore earned upon delivery of its fairness opinion to E.I. du Pont board. In addition, Evercore is entitled to receive a success fee of an additional $36 million, payable upon the completion. DuPont has also made arrangements with Innisfree M&A Incorporated acted as information agent for DuPont and will be paid a fee of approximately $35,000 plus out-of-pocket fees and expenses for these services. D.F. King & Co., Inc. acted as information agent for Dow and will be paid a fee of approximately $25,000 plus out-of-pocket fees and expenses for these services. Computershare Inc. acted as exchange agent for Dow and E.I. du Pont.