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December 22, 2020

USD 1.6 Billion Global Acquisition and Asset Swap for FMC Corporation

Tilleke & Gibbins’ regional corporate/M&A team acted for FMC Corporation on several Cambodia, Thailand, and Vietnam elements of its USD 1.6 global acquisition and asset swap with DuPont, as part of DuPont’s merger with Dow Chemicals, in which FMC acquired a major portion of DuPont’s crop protection business and DuPont acquired FMC’s health and nutrition business.

We worked with the client’s global counsel to assist with the acquisition of assets in Cambodia, Thailand, and Vietnam, as part of the global transaction. In each jurisdiction, this consisted of conducting legal due diligence in advance of the transaction. Following the transaction, we were then retained to act on jurisdiction-specific corporate and regulatory matters arising out of the transaction for the continuation of the businesses under new management, and in preparation of the next stage of the global merger and restructuring of the various companies.

Among other things, we assisted the client with pre-transaction structuring by way of an asset transfer from one of the client’s subsidiaries to another, the sale of shares in one of the client’s subsidiaries to the opposing party, and asset transfers from the opposing party’s subsidiaries to our client. We also advised on various tax matters related to the transaction including advice on corporate income tax, VAT, and stamp duty; and were retained to advise on corporate, regulatory, and licensing issues, and transitional arrangements.

Upon the closing of the acquisition, our client has now become one of the four largest groups in the world producing and trading pesticides and other agrochemical products.