Mergers and Acquisitions in the Chemical Industry What is the - PowerPoint PPT Presentation

Mergers and Acquisitions in the Chemical Industry What is the impact for Occupational Health? Dr Paul Gannon Corteva Agriscience™ Global Medical Director SASOM-MEDICHEM, JOINT CONGRESS 2019, July 2019 Insert Risk Classification

SASOM-MEDICHEM JOINT CONGRESS 2019 IN SOUTH AFRICA I declare the following Conflict of Interest: Type Company Employment full time / part time Corteva Agriscience Research Grant (P.I., collaborator or consultant; pending and received grants) None Other research support None Speakers Bureau / Honoraria None Ownership interest (stock, stock-options, patent or intellectual property) None Consultant / Advisory Board None Views represented here are my own and don’t represent those of Corteva, DuPont or Dow.

Outline • History of DowDuPont Merge and Formation of Corteva Agriscience Corteva Agriscience • • Practical guide to the impact on Occupational Health of a merge and divestiture (spin) Conclusions and Recommendations • Public 3

DowDuPont Merge Annoucemed December 2016 Crop Protection This followed multiple previous acquisitions and divestitures in the preceding years for DuPont Public 4

Introducing A brand new agriculture Corteva company for a brand new Agriscience™ world. Public 5

Our Purpose To enrich the lives of those who produce and those who consume, ensuring progress for generations to come Public 6

Enrich Lives Stand Tall Build Together We commit to We are leaders and We grow by working enhancing lives act boldly. together. Our Brand and the land. Values Be Curious Be Upstanding Live Safely We innovate We always do We embrace safety and relentlessly. what’s right. the environment in all we do. Public 7

The Challenges We Take On Increasing Feeding a Impact of Pressures Growing Food Climate on Farmers Population Security Change Public 8

vv Serving the World Public 9

Corteva Agriscience™ Global Scale and Market Presence Our Company 21,000+ 140+ Colleagues Countries $2.8B 160+ 12,000+ $7.4B R&D Facilities Granted Patents $1.3B 65+ 100+ Production & Active Ingredients Mfg. Facilities $2.8B HQ: Wilmington, DE 100+ 8,000+ Business Centers in IA & IN Sales Force (2) Crops Global Net Sales (1) $2.7B $14.3B Regional Sales Centers Global Operating EBITDA (1) 10 million+ Customers We provide the right mix of seeds, crop protection, and digital solutions to maximize yield and improve profitability, ensuring an abundant food supply for a growing global population (1) Net sales and operating EBITDA are stated on a 2018 DowDuPont Agriculture Division basis; (2) Commercial employees plus commissioned agents and promoters Public 10

Built to Differentiate: Sources of Value for Farmers IN THE SEED IN THE SEED Breeding Breeding Biotech Biotech ON THE FARM ON THE FARM Crop Crop Digital / Digital / Protection Protection Agronomy Agronomy ON THE SEED ON THE SEED Seed-Applied Technology Seed-Applied Technology Public 11

We have operated in AME for over 60 years

A world-class business serving the AME region Focused on offering complete solutions to farmers Seed Seeds Crop protection Agro sciences (Maize, soybean (Corn, soybeans, sunflower, Agricultural chemicals (Agricultural chemicals) and sunflower) dry beans, wheat, grain (fungicides and sorghum and forage crops) herbicides)

Corteva AME commercial footprint STRUCTURE GROWTH Tunisia 33% Lebanon Syria Today, we are organized into Palestine Morocco Crop Israel Iraq 5+ new product Iran Protection 4 main geographical regions launches Jordan Kuwait Algeria with a physical presence in 67% 15+ products in Libya Egypt Bahrain Seed registration pipeline in Qatar Western ~10 countries Saudi Arabia UAE Sahara Sub-Saharan Africa Oman Mauritania IN AFRICA FOR AFRICA Mali Niger Yemen RESOURCES & PRODUCTS Sudan Eritrea Senegal Chad The Gambia North & Western Africa ( Casablanca- Morocco ) Burkina Djibouti Guinea-Bissau Faso Guinea Benin Somalia Nigeria Sierra Leone Southern Africa ( Centurion – South Africa ) South Ethiopia Togo Central African Ghana Sudan Liberia Republic Cameroon Cote D'Ivoire Egypt & Middle East ( Cairo - Egypt ) 50+ 50+ 6+ 900+ countries Equatorial Guinea active crops people Uganda Kenya ingredients Gabon Democratic Eastern Africa ( Nairobi - Kenya ) strong Rwanda Republic Congo of the Congo Burundi Tanzania MARKET DRIVERS AME Commercial Areas > 40% of exports & 80% of Angola Malawi Eastern Africa Zambia employment from agriculture Egypt & Middle East Zimbabwe 1st fastest growing population in Export Countries Namibia Mozambique the world with quickly rising middle Botswana North & Western Africa Madagascar class South Africa Food security is top of governments’ Swaziland agendas Main Office Lesotho Production Sites South Africa > 25% of the global population with >60% of world’s uncultivated land Research Facilities

Maize Lethal Necrosis Virus (MLN) Partners Partners Project Goals Project Goals Identification of causal locus for Identification of causal locus for MLN tolerance MLN tolerance Edit CIMMYT inbreds to start Edit CIMMYT inbreds to start delivery of a MLN solution to delivery of a MLN solution to African farmers African farmers Establish gene editing capacity Establish gene editing capacity at CIMMYT and partners to at CIMMYT and partners to address future trait needs address future trait needs Public

A Practical Guide to the OH Challenge of a Merger and Divestitures • Design a medical service from a clean sheet of paper for a new independent Agriscience company • Design considerations compared to DuPont or Dow • 15BN revenue versus 60BN revenue • 21,000 employees versus 60,000 employees • Balanced agriculture and chemical business versus predominately chemical business • Average location size much smaller, geographically remote • Some staff available from heritage companies, many positions needed to be hired • Heritage assets, processes, policies need to be harmonized • Consider opportunities and threats • Use the predominant lift and shift approach but take the opportunity to introduce improvements . • Complexity and timeline meant a journey partner was essential Public 16

Corteva Integrated Health Services (IHS) At all levels, IHS will work closely with each employee - as well as EHS&S, HR, and Enterprise Operations to meet our health goals and commitments The purpose of IHS is to: • Preventing sickness resulting from work • Maintaining physical and psychological health and wellness to maximize productivity and minimize medical costs to both the company and employees • Compliance with occupational health legislation, corporate health policies and Duty of Care • Providing ongoing health support in response to crises, business risks, products and registrations supporting Corporate and Operational Priorities Public

IHS Journey Strategy Developed with a Journey Partner “ERM” Components • People and Assets • Technology Enablement • Change Management / Training • Programs/ Process/ Governance • Sourcing Public 18

People and Assets Design a new global corporate IHS structure • Use new hires to ensure we have health professionals (HP) in the right location eg Sub Saharan Africa • Team of HP distributed globally , present for the region and able to represent the region . IHS support at site level was a “lift and shift” approach where no change, but to be an independent company • New IHS clinic builds at larger locations • New contract with IHS vendors on mixed sites • Rationalization of IHS vendors where possible Role transfer Public 19

CoE : other functions such as safety and HR FSRE : Facilities management Public 20

Final Corteva IHS Organization Public 21

Technology Enablement - EMR Electronic Medical Records (EMR) • Heritage companies used different EMR • Highly customized for chemical companies • Not the latest versions • Implemented differently global vs regional • Choice Consideration was based on ease of implementation – “Enterprise Health” (aka. “Webchart” Heritage Dow System) • Design of metrics and dashboard to meet internal and National reporting requirements eg E-Social in Brazil • This was the most complex part of the project Public 22

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Technology Enablement – Medical Records Many medical records were still on paper and not in EMR • Active Employee Paper Records • Needed moving to employees new location • Inactive Employee Paper Record Needed to be moved to storage for Dow, DuPont or • Corteva based on assigned liabilities (including for discontinued businesses) • “ Employee Matters Agreement ” between companies was important. • A Catalogue of location essential Public 26