DuPont Announces Agreement to Divest ~80% Ownership in Delrin Business to TJC

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DuPont announced a definitive agreement to sell an 80.1% ownership interest in the Delrin® acetal homopolymer (H-POM) business1 to TJC LP (TJC) in a transaction valuing the business at $1.8 billion.

TJC has received fully committed financing in connection with the transaction, which is expected to close around year-end 2023, subject to customary closing conditions and regulatory approval.

At close, DuPont will receive pre-tax cash proceeds of approximately $1.25 billion, subject to customary transaction adjustments, a note receivable of $350 million, and will own a 19.9% non-controlling common equity interest in the Delrin business.

"Today's announcement largely completes our planned exit of the former M&M segment, advancing our position as a premier multi-industrial company," said Ed Breen, DuPont Executive Chairman and Chief Executive Officer. "This transaction is structured to maximize value for our shareholders, providing significant cash proceeds at close to be deployed in line with our strategic priorities while providing an opportunity for DuPont to participate in future upside potential upon exit of our retained equity interest in the Delrin business."

"We are excited to partner with TJC given their successful track record of creating value through an operations-focused approach and are confident in their ability to drive growth and opportunity for employees and customers of the Delrin business," Breen continued.

"Delrin is widely recognized as the material of choice for safety critical and high cost-of-failure applications across diverse end markets," said Ian Arons, TJC Partner. "For over 60 years the Delrin business has leveraged its differentiated technologies and global manufacturing presence to provide its customers high quality, innovative solutions. We are thrilled to have DuPont as a partner, and we look forward to working closely with the entire Delrin team to drive future growth in the business."

The results of operations of the Delrin business will continue to be presented as discontinued operations in DuPont's consolidated financial statements through transaction closing.

Goldman Sachs & Co. LLC is serving as DuPont's financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel. Citi is acting as financial advisor and Kirkland & Ellis LLP are serving as legal counsel to TJC.

Appropriate works council information and consultation processes are underway in connection with the transaction. As is customary in connection with certain works council requirements in the Netherlands, TJC has agreed to buy the Delrin® business in the Netherlands if DuPont exercises a put option under the definitive agreements after completing the required works council consultation process.