DowDuPont alters post-merger breakup plans amid investor pressure

By Nivedita Bhattacharjee

REUTERS - DowDuPont, formed through the merger of chemical giants Dow Chemical and DuPont, is shifting some operations in the three units it plans to create, potentially averting a prolonged fight with activist investors over its post-merger plans.

Dow and DuPont will split into three companies focusing on agriculture, specialty chemicals and materials, but some investors including Nelson Peltz's Trian Partners and Daniel Loeb's Third Point LLC urged the companies to take another look at the way business units are aligned.

The company said on Tuesday its would now move businesses totaling more than $8 billion in annual sales from its materials science division to the specialty-chemical unit, including water purification and automotive systems.

"We expect that this updated portfolio was seen by legacy Dow as the bare minimum to avoid an activist fight," Bernstein analyst Jonas Oxgaard wrote in a client note.

DowDuPont's shares rose almost 4 percent in morning trade on the New York Stock Exchange.

The changes were the result of a four-month review led by consultancy firm McKinsey & Co, which talked to 25 of the company's biggest shareholders, Andrew Liveris, executive chairman of the combined company said in an interview. Liveris was formerly chief executive of Dow, and is set to retire from DowDuPont next year.

Loeb's Third Point, which has been critical of Liveris' leadership, said in May the companies could unlock $20 billion in additional value by tweaking the original spinoff plan.

As part of the revised plan, DowDuPont will split the old Dow Corning and distribute its lucrative silicone business among the materials and specialty companies.

Earlier, this business was expected to stay under the materials science division - which will account for more legacy Dow businesses and retain the Dow brand. The business produces silicon-based products for aerospace, automotive and electrical industries.

The materials science company will be the biggest in terms of revenue generation, Liveris said, followed by the chemicals and agriculture businesses.

Peltz's Trian said it fully supports the portfolio adjustments announced by DowDuPont.

"Since we first became involved in the merger discussions in November 2015, we planned to help the company execute this critical review at the appropriate time. We believe this is a great outcome for shareholders."

The merger is expected to save around $3 billion for the companies.

Minority shareholder Glenview Capital Management said DowDuPont's move was "an important first step" but leaves the company significantly undervalued, and recommended share buybacks.

(Reporting by Nivedita Bhattacharjee, additional reporting by Michael Flaherty; Editing by Shounak Dasgupta and Saumyadeb Chakrabarty)