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.