FMC Corp. and DuPont 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.
2017 年，FMC 预计这项收购业务将产生约 $15 亿的收入和 $4.75 亿的 EBITDA。2
收购完成后，FMC Agricultural Solutions 将成为全球收入第五大作物保护化学品公司，预计年收入约为 $38 亿元。
“This is a significant step forward for FMC, and for our Agricultural Solutions business in particular,” said Pierre Brondeau, FMC president, CEO and chairman. “The combination of market-leading products from DuPont’s crop protection portfolio and its world-class R&D capabilities will transform our Agricultural Solutions business into a tier-one ag technology company.
“The crop protection industry is undergoing significant change, as evidenced by the consolidation currently underway. To continue to meet the demands of our customers, FMC needs to provide more options to growers looking for innovative solutions that protect crops and increase yields. By combining these high-value products and R&D capabilities with our own product portfolio, pipeline and formulation expertise, FMC will be able to serve our customers better and accelerate the pace at which we bring new solutions to the market,” said Brondeau. “The concurrent sale of our Health and Nutrition business will allow us to maintain our strong balance sheet and ensure we can continue to invest in growing both our Agricultural Solutions and Lithium segments.”
被收购的作物保护业务
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.
与所收购产品相关的基础知识产权，包括专利、注册和数据包，将转让给 FMC。 FMC 将收购一个全球制造网络来全面支持这些产品，包括四个活性成分制造设施和 10 个区域制剂工厂。
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 健康与营养业务剥离
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.
附加信息
该交易取决于陶氏和杜邦合并的完成，以及惯例成交条件和监管部门的批准。预计将于 2017 年第四季度完成。FMC 预计该交易将立即增加调整后的每股收益，并将在定于 2017 年 5 月 2 日召开的财报电话会议上提供 2017 年的最新指引。
Dyal Co. LLC 和花旗担任财务顾问，Wachtell、Lipton、Rosen & Katz 担任 FMC 的法律顾问。花旗提供融资建议并承诺提供债务融资。