DuPont Plans To Buy Outstanding DuPont Canada Shar
Mississauga, Ontario and Wilmington, DE, Mar. 19--DuPont plans to make an offer to acquire all of the class A common shares, Series 1 of DuPont Canada not owned by DuPont or its affiliates at a price of C$21.00 per common share in cash, or approximately C$1.4 billion in aggregate based on the current outstanding shares. The board of directors of DuPont Canada has recommended that the public shareholders accept the offer.
DuPont currently owns 76% of DuPont Canada stock.
DuPont's planned acquisition of the minority shares of DuPont Canada is part of its previously announced intent to separate DuPont Textiles & Interiors (DTI) by the end of the year, market conditions permitting. DTI comprises a substantial portion of DuPont Canada's business and operations. DuPont continues to consider a wide range of separation options for DTI, including an Initial Public Offering, and believes the separation process is proceeding on schedule. If DuPont is not successful in acquiring 100% of the outstanding shares of DuPont Canada, DuPont intends to transfer its entire share ownership interest in DuPont Canada to DTI in connection with the DTI separation.
Last May, the board of directors of DuPont Canada established a special committee comprised of all of its outside directors to consider the implications of the DTI separation for DuPont Canada. The special committee directors--Wendy K. Dobson; L. Yves Fortier, C.C., Q.C.; Peter Janson; Honourable Gordon F. Osbaldeston, P.C., C.C.; and Hartley T. Richardson--retained McMillan Binch LLP to act as its legal counsel and TD Securities Inc. to act as its financial advisor. TD Securities established a valuation range of C$20.00 to C$23.00 per common share. TD Securities Inc. has determined that this offer is fair from a financial point of view to the public shareholders. The special committee unanimously recommended that the full board of directors recommend that the public shareholders accept the offer.
The offer will be made by way of an all cash takeover bid to be governed by applicable securities laws. Offering materials and a directors' circular containing the recommendation of the DuPont Canada board of directors are expected to be mailed no later than April 17.
The take-over bid will be subject to customary terms and conditions, including a condition that at least 90% of the DuPont Canada shares not held by DuPont and its affiliates are tendered to the bid.
Merrill Lynch & Co. and BMO Nesbitt Burns are acting as financial advisors to DuPont in connection with this transaction.
DuPont Canada Inc. is a diversified science company that serves customers across Canada and in more than 40 other countries. Headquartered in Mississauga, Ontario, the company serves global markets through offices and/or operations in Canada, the United States, Mexico, France, the United Kingdom and India. The company has 4,000 employees.
DuPont is a science company. Founded in 1802, DuPont now operates in more than 70 countries, and offers a wide range of products and services to markets including agriculture, nutrition, electronics, communications, safety and protection, home and construction, transportation and apparel.
