Intellectual Thoughts by Sanjay Panda !!!!!: April 2017


Thursday, April 20, 2017

FMC Corporation Announces Acquisition of Significant Portion of DuPont’s Crop Protection Business; Simultaneous Sale of Health and Nutrition to DuPont


FMC Corporation (NYSE: FMC) and DuPont (NYSE: DD)  announced the signing of a definitive agreement for FMC to acquire the portion of DuPont's Crop Protection business it must divest to comply with the European Commission ruling related to its merger with The Dow Chemical Company.  Additionally, DuPont will acquire FMC Health and Nutrition and receive $1.2 billion in cash.  FMC will acquire DuPont's global chewing pest insecticide portfolio, its global cereal broadleaf herbicides, and a substantial portion of DuPont's global crop protection R&D capabilities.  In 2017, FMC expects this acquired business will generate approximately $1.5 billion in revenue and $475 million of EBITDA.


After closing of the acquisition, FMC Agricultural Solutions will become the fifth largest crop protection chemical company in the world by revenue, with estimated annual revenue of approximately $3.8 billion. 


The Crop Protection Business Being Acquired


The acquired portion of DuPont's crop protection business includes an industry-leading selective insecticide portfolio consisting of Rynaxypyr®, Cyazypyr® and Indoxacarb.  The first two of these products have full patent protection over their respective active ingredients, and FMC expects these products will generate over $1 billion in 2017 revenue.  These selective insecticides are highly complementary to FMC's existing broad spectrum insecticide portfolio. 


The acquired portfolio also includes DuPont's global cereal broadleaf herbicides, consisting of nine active ingredients and multiple formulated products.  This herbicide portfolio comes with strong, recognized brands and DuPont's proprietary PrecisionPac® technology.  These products bring significant diversification to FMC's crop exposure in herbicides, as well as increasing the balance of pre-emergent and post-emergent applications in FMC's portfolio.


The geographic spread of the revenue in this portfolio will result in a significant increase in FMC's presence in Asia and Europe.  Following the acquisition, FMC's crop protection revenue will be almost equally spread across all four major regions – North America, Latin America, Europe and Asia.


The underlying intellectual property related to the acquired products, including patents, registrations and data packages, will be transferred to FMC.  FMC will acquire a global manufacturing network to fully support these products, including four active ingredient manufacturing facilities and 10 regional formulation plants.


The acquisition will bring DuPont's world-class discovery and development organization, including its Delaware crop protection research headquarters, 14 regional development labs and related regulatory capabilities.  This organization includes a pipeline of 15 synthetic active ingredients currently in development, covering insecticides, herbicides and fungicides, and an extensive library of 1.8 million synthetic compounds.  The majority of DuPont's crop protection research workforce will transfer to FMC as part of this transaction.


FMC Health and Nutrition Divestiture


FMC Health and Nutrition will become part of DuPont's Nutrition & Health segment. 


"FMC Health and Nutrition is a highly profitable business with leading positions across the vast majority of its portfolio, deep applications knowledge and an extensive global network of laboratories and manufacturing facilities.  It is a very complementary fit with DuPont's current portfolio.  We are confident it will thrive under DuPont's leadership and will contribute to their successful Nutrition & Health business," said Brondeau.


Additional Information


The transaction is subject to the closing of the Dow and DuPont merger, as well as customary closing conditions and regulatory approvals.  Closing is expected to occur in the fourth quarter of 2017.  FMC expects this transaction to be immediately accretive to adjusted earnings per share, and will give updated guidance for 2017 at its earnings call scheduled for May 2, 2017.  


Dyal Co. LLC and Citi acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to FMC.  Citi provided financing advice and committed debt facilities.



source : FMC website