Item 1.01. Entry into a Material Definitive Agreement.
On February 17, 2022, DuPont de Nemours, Inc., a Delaware corporation (the
"Company" or "DuPont") and certain of its subsidiaries entered into a
Transaction Agreement (the "Transaction Agreement") with Celanese Corporation, a
Delaware Corporation ("Buyer"), pursuant to which, subject to the satisfaction
of the conditions set forth in the Transaction Agreement, DuPont has agreed to
sell to the Buyer a majority of the Company's Mobility & Materials segment,
including the Engineering Polymers business line and select product lines within
the Performance Resins and Advanced Solutions business lines (the "Business")
for $11,000,000,000 in cash, subject to customary transaction adjustments in
accordance with the Transaction Agreement (the "Transaction").
Consummation of the Transaction is subject to the satisfaction or waiver of
certain customary mutual closing conditions, including (i) the absence of an
injunction in certain agreed jurisdictions that would prohibit consummation of
the Transaction and (ii) the expiration or termination of the required waiting,
notice or review periods and approvals or clearances under the Hart-Scott-Rodino
Act, as amended, and certain other approvals under non-U.S. regulatory laws, as
applicable, including, without limitation, the European Union, China, Brazil,
Mexico, South Korea and Turkey. The obligation of each party to consummate the
Transaction is also conditioned upon the other party's representations and
warranties being true and correct (subject to certain materiality exceptions)
and the other party having performed in all material respects its obligations
under the Transaction Agreement.
The Transaction Agreement contains representations, warranties and covenants of
the Company and Buyer generally customary for a transaction of this type. The
Transaction Agreement also provides for customary indemnification related to
liabilities intended to be assumed by the Buyer or retained by the Company and
other matters. The Company and Buyer also agreed to use their reasonable best
efforts to cause the Transaction to be consummated and to obtain any required
regulatory approvals.
The Transaction Agreement contains certain termination rights, including, among
others, (i) for the Seller and Buyer, if the Transaction is not consummated on
or before February 17, 2023, subject to two extensions of three months each if
all closing conditions have been satisfied other than those related to the
receipt of regulatory approvals and those to be satisfied at closing and
(ii) for the Seller and Buyer, if any of the other party's representations and
warranties fails to be true and correct or the other party breaches or fails to
perform its covenants or other agreements, in each case, such that a closing
condition fails to be satisfied.
The foregoing description of the Transaction Agreement is subject to, and
qualified in its entirety by reference to, the full text of the Transaction
Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated
by reference herein. The Transaction Agreement has been attached to provide
information regarding its terms. It is not intended to provide any other factual
information about the Company, the Buyer or the business sold by the Company
under the Transaction Agreement. In particular, the assertions embodied in the
representations and warranties in the Transaction Agreement were made as of a
specified date, are modified or qualified by information in a confidential
disclosure letter prepared in connection with the execution and delivery of the
Transaction Agreement, may be subject to a contractual standard of materiality
different from what might be viewed as material to shareholders, or may have
been used for the purpose of allocating risk between the parties. Accordingly,
the representations and warranties in the Transaction Agreement are not
necessarily characterizations of the actual state of facts about the Company,
the Buyer, or the business sold by the Company under the Transaction Agreement
at the time they were made or otherwise and should only be read in conjunction
with the other information that the Company and the Buyer make publicly
available in reports, statements and other documents filed with the U.S.
Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Transaction Agreement by and among DuPont de Nemours, Inc., DuPont
E&I Holding, Inc. and Celanese Corporation, dated February 17, 2022.*
†
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The Company has omitted certain schedules and other similar attachments to such
agreement pursuant to Item 601(a)(5) of Regulation S-K. The Company will
furnish a copy of such omitted documents to the SEC upon request.
† Certain provisions of this exhibit have been omitted pursuant to Item
601(b)(10)(iv) of Regulation S-K.
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Cautionary Statement Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. In this context, forward-looking statements often address expected
future business and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan," "believe,"
"seek," "see," "will," "would," "target," and similar expressions and variations
or negatives of these words.
Forward-looking statements address matters that are, to varying degrees,
uncertain and subject to risks, uncertainties, and assumptions, many of which
that are beyond DuPont's control, that could cause actual results to differ
materially from those expressed in any forward-looking statements.
Forward-looking statements are not guarantees of future results. Some of the
important factors that could cause DuPont's actual results to differ materially
from those projected in any such forward-looking statements include, but are not
limited to: (i) the parties' ability to meet expectations regarding the timing,
completion (if at all), accounting and tax treatment of the proposed transaction
including (x) any failure to obtain necessary regulatory approvals or to satisfy
any of the other conditions to the proposed transaction, (y) the possibility
that unforeseen liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies could impact the
value, timing or pursuit of the proposed transaction, and (z) risks and costs
and pursuit and/or implementation, timing and impacts to business operations of
the separation of business lines in scope for the proposed transaction,
(ii) risks and uncertainties relating to the Business, including increased costs
and the ability to obtain raw materials and meet customer needs, related to
operational and supply chain impacts or disruptions, which may result from,
among other events, the COVID-19 pandemic and actions in response to it, and
geo-political and weather related events; (iii) ability of the Business to
offset increases in cost of inputs, including raw materials, energy and
logistics; and (iv) other risks to DuPont's business, operations, including with
respect to the Business; each as further discussed in DuPont's most recent
annual report and subsequent current and periodic reports filed with the U.S.
Securities Exchange Commission. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business or supply chain disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a material
adverse effect on DuPont's consolidated financial condition, results of
operations, credit rating or liquidity. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made.
DuPont assumes no obligation to publicly provide revisions or updates to any
forward looking statements whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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