MIDLAND, Mich.—Dan Loeb, founder of hedge fund Third Point, is calling for the removal of Andrew Liveris, Dow Chemical Co. CEO, days after the company agreed to combine with DuPont Co. in the largest-ever chemicals merger, according to a person familiar with the matter.
Loeb supports the deal but, in a letter sent to Dow's board on Saturday, questioned the timing of its announcement on Friday, just two days before the expiration of a standstill agreement between Dow and the hedge fund, said the person, who asked not to be identified because the letter hasn't been published. Loeb is concerned the merger may have been rushed to beat the expiration of the accord, the person said. Loeb declined to comment on the letter.
Third Point holds a 2 percent stake in Dow and last year criticized its financial performance. Loeb had urged Liveris to separate Dow's plastics and petrochemicals operations from faster-growing businesses such as crop seeds.
In November 2014, soon after Third Point initiated a proxy contest, Dow agreed to turn over two board seats to nominees of the hedge fund. The two sides also agreed to the standstill arrangement, which barred either from publicly disparaging the other.
Dow and DuPont said their all-stock merger of equals will create a company, DowDuPont, valued at about $130 billion, a first step toward eventually creating three new businesses focused on agriculture, plastics and materials, and specialty-chemical products
Liveris, also chairman of Dow, is slated to become executive chairman of the merged company. DuPont Chairman and CEO Ed Breen will become CEO of the new company.D
Directors of Midland, Michigan-based Dow, including the two nominated last year by Third Point, “are unanimously and fully supportive of the announced merger," Dow said in an emailed statement. "We stand by both our and DuPont's boards' unanimous decisions to conduct this transaction."
Nine of Dow's 12 board members excluding Liveris issued individual statements supporting management and the merger, including Raymond Milchovich and Robert S. Miller, the Third Point nominees who became directors in January.