Dow Announces Expiration of Tender Offer for Any and All of its Outstanding 8.55% Notes due 2019

The Dow Chemical Company ("Dow") announced today the expiration of the previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 8.55% Notes due May 15, 2019 (the "Notes"). The Tender Offer expired at 5:00 p.m., Eastern time, on Tuesday, December 4, 2018 (the "Expiration Date"). As of the Expiration Date, $1,069,578,000 aggregate principal amount of the Notes, or approximately 50.58%, of the $2,114,827,000 aggregate principal amount of the Notes outstanding had been validly tendered and not withdrawn in the Tender Offer. In addition, $521,000 aggregate principal amount of the Notes are expected to be tendered through the guaranteed delivery procedures.

Dow accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Date. Payment for the Notes purchased pursuant to the Tender Offer is intended to be made on December 5, 2018 (the "Settlement Date"). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the third business day after the Expiration Date, or on December 7, 2018, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase, dated November 28, 2018, and the related notice of guaranteed delivery (the "Tender Offer Documents"), to purchase for cash any and all of the Notes.

The consideration to be paid under the Tender Offer will be $1,023.98 per $1,000 principal amount of Notes, plus accrued and unpaid interest from, but not including, the last interest payment date up to, but excluding, the Settlement Date. The total Tender Offer consideration of $1,100,306,975.94 including accrued and unpaid interest will be funded from the net proceeds from Dow's recently announced issuance of its 4.550% Notes due 2025, 4.800% Notes due 2028 and 5.550% Notes due 2048.

It is expected that Dow will retire approximately 50.60% of the outstanding amount of the Notes pursuant to the Tender Offer (including any Notes expected to be delivered through the guaranteed delivery procedures). Additionally, on November 30, 2018, Dow announced a full redemption of any of the Notes that have not been tendered in the Tender Offer. The redemption date will be December 30, 2018. Any redemption will be made solely pursuant to the notice of redemption issued by Dow on November 30, 2018 pursuant to the indenture governing the Notes and the information in this press release is not a notice of redemption with respect to the Notes.

BofA Merrill Lynch, Citigroup Global Markets Inc., Mizuho Securities, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. acted as Dealer Managers for the Tender Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.

About Dow

Dow combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dow's market-driven, industry-leading portfolio of advanced materials, industrial intermediates, and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure, and consumer care. Dow is a subsidiary of DowDuPont DWDP, a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at www.dow.com.

Cautionary Statement About Forward-Looking Statements

Certain statements in this communication, other than purely historical information, including estimates, projections, statements relating to business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the federal securities laws, including the Securities Act, the Exchange Act and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance, financial condition, and other matters, and often contain words such as "believe," "expect," "anticipate," "project," "estimate," "intend," "may," "opportunity," "outlook," "plan," "seek," "should," "strategy," "will," "will be," "will continue," "will likely result," "would," "target" and similar expressions, and variations or negatives of these words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Forward-looking statements include, but are not limited to, expectations as to future sales of Dow's products; the ability to protect Dow's intellectual property in the United States and abroad; estimates regarding Dow's capital requirements and need for and availability of financing; estimates of Dow's expenses, future revenues and profitability; estimates of the size of the markets for Dow's products and services and Dow's ability to compete in such markets; expectations related to the rate and degree of market acceptance of Dow's products; the outcome of certain Dow contingencies, such as litigation and environmental matters; estimates of the success of competing technologies that may become available and expectations regarding the separations and distributions and the benefits and costs associated with each of the foregoing.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are based on certain assumptions and expectations of future events which may not be realized and speak only as of the date the statements were made. In addition, forward-looking statements also involve risks, uncertainties and other factors that are beyond Dow's control that could cause Dow's actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. These factors include, but are not limited to: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; significant litigation and environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters; ability to protect, defend and enforce Dow's intellectual property rights; increased competition; changes in relationships with Dow's significant customers and suppliers; unanticipated expenses such as litigation or legal settlement expenses; unanticipated business disruptions; Dow's ability to predict, identify and interpret changes in consumer preferences and demand; Dow's ability to realize the expected benefits of the separations and distributions; Dow's ability to complete proposed divestitures or acquisitions; Dow's ability to realize the expected benefits of acquisitions if they are completed; the availability of financing to Dow in the future and the terms and conditions of such financing; and disruptions in Dow's information technology networks and systems. Additionally, there may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. For further discussion of certain important factors that could cause actual results or events to differ materially from those anticipated, please consult the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of Dow. Dow disclaims and does not assume or undertake any obligation to publicly provide revisions or updates to any which forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20181204006199/en/