Dow Confirms Intent to Adopt Stock Repurchase Plan Immediately Upon Separation From DowDuPont

Share Repurchase Plan to Begin under Rule 10b5-1

Originally Published by Dow.

Dow Inc., a wholly owned subsidiary of DowDuPont Inc. (NYSE: DWDP) announced today that Dow Inc. has adopted a stock repurchase plan (the “plan”) with a broker dealer under Rule 10b5-1 of the Securities and Exchange Act of 1934. The plan will facilitate the repurchase of Dow common stock as early as April 2, 2019, under Dow’s previously announced $3 billion stock repurchase program, to be launched after Dow’s separation from DowDuPont.

A 10b5-1 plan permits a company to repurchase its common stock during times when it would not normally be in the market due to possible awareness of material non-public information, so long as the company adopts a written, prearranged trading plan at a time when it is not aware of material, non-public information regarding the company or its securities. Under the plan, the broker dealer will have the authority to repurchase Dow shares of common stock in accordance with the specific prearranged terms of the plan relating to time, price and volume (among others), without further direction from Dow, during the periods specified in the plan. Dow intends for such repurchases to comply with the time, price and manner conditions of Rule 10b-18 and, following the first four weeks of trading, the volume condition of the rule.

“Taken together, Dow’s $3 billion open share repurchase program and our industry-leading $2.1 billion annual dividend payout will serve as critical enablers of delivering on our commitment to return approximately 65 percent of net income to our owners across the cycle,” said Howard Ungerleider, president and chief financial officer elect, Dow.

Dow Separation and Distribution of Common Stock

On March 13, DowDuPont announced that the U.S. Securities and Exchange Commission declared effective Dow’s Registration Statement on Form 10, marking the final regulatory milestone in the company’s process to separate on April 1. The Form 10 includes information regarding the separation of Dow, the distribution and Dow’s business, and can be found on DowDuPont’s website.

On March 8, DowDuPont announced that its Board of Directors had approved Dow’s separation. In connection with the separation, the DowDuPont board of directors declared a pro rata dividend of all of the outstanding shares of Dow common stock. The dividend is expected to be payable on April 1, 2019, the distribution date, to DowDuPont stockholders of record as of the close of business on March 21, 2019, the record date.

Also on March 8, Dow’s board of directors declared a dividend for the second quarter of 2019, to be paid on June 14, 2019, of $525 million in the aggregate on pro rata basis to Dow stockholders of record as of the close of business on May 31, 2019.

On the distribution date, each DowDuPont stockholder will receive one (1) share of Dow common stock for every three (3) shares of DowDuPont common stock they held on the record date. Registered DowDuPont stockholders will receive cash in lieu of any fractional shares of Dow common stock.

No action is required by DowDuPont stockholders to receive shares of Dow common stock in the distribution. DowDuPont stockholders are encouraged to consult with their financial and tax advisors regarding the specific implications of the distribution, including the specific implications of buying or selling DowDuPont common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.

The distribution of Dow common stock is subject to the satisfaction or waiver of certain additional customary conditions which are expected to be satisfied by the distribution date.

Latest News

KPMG: Driving Inclusive Virtual Collaboration

Originally published on by Michele Meyer-Shipp As social distancing and virtual work have become our new normal, here are five suggestions to help ensure everyone on your team feels included and valued: Communicate often and in different ways. One of the challenges of working remotely is feeling isolated, especially if you’re…

Marriott International Celebrates 93 Years

Originally published on LinkedIn by Bill Marriott, Executive Chairman of the Board at Marriott International. I woke up like a child on Christmas this morning because today marks the 93rd anniversary of Marriott International. When I think back to how my newlywed parents, J.W. and Alice Marriott, started a small root…

Calm App Available to Kaiser Permanente Members at No Cost

Originally published on The meditation and sleep app, part of Kaiser Permanente’s self-care portfolio, supports people looking for ways to manage stress and build resilience, particularly in uncertain times.  OAKLAND, Calif., May 19, 2020 — Kaiser Permanente announced it has added Calm, a leading app for mindfulness meditation and…

Hershey Stockholders Elect Victor L. Crawford To Company Board

Originally published on HERSHEY, Pa., May 18, 2020 (GLOBE NEWSWIRE) — The Hershey Company (NYSE: HSY) today announced the election of Victor L. Crawford to its board of directors. Crawford is the newest Hershey board member and was elected at the company’s recent Annual Stockholder’s Meeting. Victor L. Crawford Crawford brings deep executive and leadership experience to…

Novartis Discusses Navigating Cancer During COVID-19

Originally published on LinkedIn. Watch the recent discussion between Susanne Schaffert, PhD and President of Novartis Oncology and Pat Garcia-Gonzalez, Founder and CEO of The Max Foundation, a patient advocacy group, to learn how they are helping people living with CML stay safe and get the support and treatment they need.