Corteva Announces Effectiveness of Form 10 Registration Statement
WILMINGTON, Del., May 7, 2019 /PRNewswire/ -- Corteva, Inc. today announced that the U.S. Securities and Exchange Commission has declared effective Corteva's Registration Statement on Form 10. The Form 10 includes information regarding the business, strategy and priorities for Corteva, as well as details about the spin-off by DowDuPont Inc. of Corteva, which is expected to be completed on June 1, 2019. The Form 10 can be found on DowDuPont's website at http://www.dow-dupont.com/investors/default.aspx.
"This milestone marks the completion of all the regulatory requirements for us to separate into a leading pure-play independent agriculture company on June 1st. Corteva Agriscience is well positioned to drive long-term value for shareholders as we leverage our balanced portfolio and robust innovation pipeline to deliver the complete solution farmers need to maximize yield and profitability," said James C. Collins Jr., Corteva's Chief Executive Officer.
Earlier today, DowDuPont announced that its board of directors approved the spin-off of Corteva, declaring a pro rata dividend of all of the outstanding shares of common stock of Corteva. The dividend is expected to be paid on June 1, 2019 to DowDuPont stockholders of record as of the close of business on May 24, 2019, the record date. Effective as of the distribution date, each DowDuPont stockholder will receive one (1) share of Corteva 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 Corteva common stock.
The New York Stock Exchange has authorized Corteva's common stock for listing and has advised that "when-issued" trading will begin on May 24, 2019, under the symbol "CTVA-WI." Following the spin-off, on June 3, 2019, Corteva common stock will begin "regular way" trading on the NYSE under the symbol "CTVA."
The spin-off is subject to the satisfaction or waiver of certain customary conditions, which are expected to be satisfied by the distribution date.
About Corteva Agriscience™, Agriculture Division of DowDuPont
Corteva Agriscience™, Agriculture Division of DowDuPont (NYSE: DWDP), is intended to become an independent, publicly traded company when the previously announced spinoff is complete by June 2019. The division combines the strengths of DuPont Pioneer, DuPont Crop Protection and Dow AgroSciences. Corteva Agriscience provides growers around the world with the most complete portfolio in the industry — including some of the most recognized brands in agriculture: Pioneer®, Granular®, the newly launched Brevant™ seeds, as well as award-winning Crop Protection products — while bringing new products to market through our solid pipeline of active chemistry and technologies. More information can be found at www.corteva.com.
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Cautionary Statement About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended, which may be identified by their use of words like "plans," "expects," "will," "anticipates," "believes," "intends," "projects," "estimates" or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, as well as expected benefits from, the separation of Corteva from DowDuPont, are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond Corteva's control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. 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 disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva's business, results of operations and financial condition. Some of the important factors that could cause Corteva's actual results to differ materially from those projected in any such forward-looking statements are: (i) effect of competition and consolidation in Corteva's industry; (ii) failure to successfully develop and commercialize Corteva's pipeline; (iii) failure to obtain or maintain the necessary regulatory approvals for some Corteva's products; (iv) failure to enforce Corteva's intellectual property rights or defend against intellectual property claims asserted by others; (v) effect of competition from manufacturers of generic products; (vi) costs of complying with evolving regulatory requirements; (vii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva's biotechnology and other agricultural products; (viii) effect of changes in agricultural and related policies of governments and international organizations; (ix) impact of Corteva's dependence on its relationships or contracts with third parties; (x) effect of disruptions to Corteva's supply chain, information technology or network systems; (xi) effect of volatility in Corteva's input costs; and (xii) failure to realize the anticipated benefits of the series of internal reorganizations taken by DowDuPont in connection with the spin-off of Corteva, including failure to benefit from significant cost synergies.
Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business.
Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in Corteva's Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission.
SOURCE DowDuPont
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