Asset sales plan secures EU backing for $130 billion Dow, DuPont


Asset sales plan secures EU backing for $130 billion Dow, DuPont merger

The Dow logo is seen on a building in downtown Midland, Michigan, in this May 14, 2015 file photograph. Rebecca Cook/File Photo

(Reuters) – Dow Chemical and DuPont won the blessing of the European Union for their $130 billion merger on Monday by agreeing to sell substantial assets including key research and development activities.

The European Commission had been concerned that the merger of two of the biggest and oldest U.S. chemical producers would leave few incentives to produce new herbicides and pesticides in the future. The deal is one of a trio of mega mergers that will reshape the industry and consolidate six companies into three.

Asset sales would ensure competition in the sector and benefit European farmers and consumers, the Commission said.

“We need effective competition in this sector so companies are pushed to develop products that are ever safer for people and better for the environment,” European Competition Commissioner Margrethe Vestager said in a statement.

“Our decision today ensures that the merger between Dow and DuPont does not reduce price competition for existing pesticides or innovation for safer and better products in the future.”

The two other big deals in the industry are ChemChina’s [CNNCC.UL] $43 billion bid for Syngenta and Bayer’s acquisition of Monsanto.

Dow and DuPont said they were still on target for $3 billion in cost synergies and $1 billion in growth benefits.

The deal is still to be approved by regulators in the United States, Brazil, China, Australia and Canada, but the companies said they were confident of clearance in all remaining jurisdictions.

“This regulatory milestone is a significant step toward closing the merger transaction, with the intention to subsequently spin into three independent publicly traded companies,” Dow spokeswoman Rachelle Schikorra said in an email.

The EU approval may be a sign that U.S. regulators would follow suit because the agencies have traditionally coordinated on reviews and remedies for large multinational mergers, said Diana Moss, president of the American Antitrust Institute non-profit group.

However, any required asset sales would likely reflect antitrust concerns in the local marketplace.

“In the U.S. there are very high shares in corn and soybean seeds. We would expect those problems to be significant enough for enforcers in the U.S. to remedy them,” Moss said.

Weighty Decision

DuPont products are shown for sale in a hardware store in National City, California, December 9, 2015. Mike Blake/File Photo

The 1,000-page decision underlined the significance of the merger. In return for the EU green light, DuPont will divest large parts of its global pesticides business, including its global research and development organization.

The unit makes herbicides for cereals, oilseed rape, sunflower, rice and pasture and insecticides for insect control for fruits and vegetables.

Dow, in turn, will sell two acid co-polymer manufacturing facilities in Spain and the United States, as well as a contract with a third party through which it buys ionomers. The company has already found a buyer in South Korea’s SK Innovation.

“The main surprises here are the inclusion of the pesticides and the exclusion of any kind of seed assets,” Bernstein analysts wrote in a note. The analysts also said they had expected EU to be concerned about the concentration of seed sales, and that they would require Dow to divest its corn seeds business.

European Competition Commissioner Margrethe Vestager holds a news conference after Dow Chemical gained conditional EU antitrust approval on Monday for their $130 billion merger by agreeing to significant asset sales, one of a trio of mega mergers that will redraw the agrochemicals industry, in Brussels, Belgium March 27, 2017. Yves Herman

“We see the required divestments here as smaller than we originally expected, due to the exclusion of seed assets”.

Antitrust experts said the regulator’s demand to sell large swathes of R editing by Robin Emmott/Keith Weir/Sriraj Kalluvila

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Trucking employee claims he was fired for not texting and driving


Trucking employee claims he was fired for not texting and driving ‘like everyone else’

A Lakeside man is suing his former employer, a trucking company, claiming that its managers retaliated against him and fired him because he refused to text and drive.

Thomas R. Aylott, 53, filed suit Tuesday in San Diego Superior Court, accusing Commodity Trucking Acquisition LLC of Fontana of age discrimination, wrongful termination and retaliation for the employee’s refusal to break the law.

Commodity Trucking Acquisition, which does business as Dispatch Transportation, employs about 100 drivers, according to U.S. Department of Transportation records.

Lawsuit over texting while driving

According to his lawsuit, Aylott did not drive a big rig but often drove to different job sites in his role as a project and safety manager. He claims he was twice scolded by his manager for not reading or responding to his manager’s texts while driving for work.

The lawsuit says that Aylott’s manager told him earlier this month that he should text and drive “like everyone else.”

According to the lawsuit, Aylott refused and complained to upper management and was fired a week later because his refusal to text and drive showed he was “too old to change (his) ways.”

Dan Gilleon, a San Diego-based lawyer who is representing Aylott, said Wednesday that his client’s experience calls into question whether the company is taking road safety seriously.

“This lawsuit is important because, first, it might result in this particular company changing its ways, but also to set precedent such that truckers and trucking companies might factor in the substantial costs of lawsuits when considering whether to enforce the law against texting and driving,” Gilleon said by email.

John F. Sullivan III, Commodity Trucking’s chief operating and financial officer, said in a statement Wednesday that Aylott is a disgruntled employee, and the facts don’t appear to support his claims.

“After a preliminary investigation it appears the allegations in the complaint have no merit,” Sullivan said in the statement. “The company has a strict cell-phone use policy which includes the restriction of texting and driving.”

Sullivan also denied that texting and driving was required of its employees — and in fact, the opposite is true.

“Due to the nature of our business and our commitment to safety, this policy in monitored and enforced on a daily basis,” Sullivan said. “The company is confident that when it gets its day in court the facts will prove that the company did nothing wrong.”

Texting and driving is not only illegal in California, but authorities say it has led to numerous fatal collisions.

Data available Thursday through the Department of Transportation’s website showed eight crashes involving Commodity Trucking Acquisition vehicles and drivers since March 31, 2015. The cause of the crashes is not included in the data, nor does it indicate which party was at fault.

The most recent wreck happened on Sept. 26, 2016, on Interstate 10 near the wind turbines north of Palm Springs. A semi-truck that did not have a trailer attached to it ran off the road. The 62-year-old driver died in the single-vehicle crash. The cause of the collision was not specified in federal records.

Department of Transportation data shows three unsafe driving violations for Commodity Trucking Acquisition in the 24 months ending March 31, 2017. The violations were not identified as acute or critical. They were for failing to obey a traffic control device, speeding 6-10 mph over the speed limit, and speeding 11-14 mph over the speed limit.

Aylott’s lawsuit seeks unspecified damages, punitive damages, court costs and attorney’s fees, and other damages according to proof.


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