DuPont and Pioneer Hi-Bred International, Inc. today announced that in connection with the
merger of the two companies, Pioneer shareholders will receive for each Pioneer share for which a stock election has been made a prorated distribution of DuPont common shares equal to the preliminary proration factor of 86 percent multiplied by the previously announced conversion ratio of .6561. A final proration factor will be announced next week.

Under the terms of the merger agreement, Pioneer shareholders had certain rights to elect to receive cash, DuPont shares or some combination of cash and DuPont shares in exchange for their Pioneer shares. The agreement further provided that in the aggregate, 45 percent of the Pioneer shares would receive cash and 55 percent of the shares would receive DuPont common stock.

Consistent with the 45/55 split, approximately 70 million shares of DuPont common stock will be available for distribution to Pioneer shareholders in connection with the merger. Pioneer shareholders filed election forms requesting a total of approximately 80 million shares of DuPont common stock on a preliminary basis. Because election forms submitted by Pioneer shareholders requested payment in DuPont common stock in excess of 55 percent in the aggregate, requests for stock will be prorated as described above. Pioneer shareholders electing to receive DuPont common stock will receive $40 in cash per share for each Pioneer share requested to be converted to DuPont common stock but not converted due to proration.
Pioneer shareholders electing cash will not be prorated and will receive $40 in cash per share.

The total value of the transaction is estimated to be approximately $7.7 billion for the 80 percent of Pioneer not currently owned by DuPont.

A special meeting of Pioneer shareholders to consider the proposed merger is scheduled for 8 a.m. CDT today in Johnston, Iowa. The completion of the merger, if approved by the shareholders, is expected shortly after the special meeting.

Pioneer Hi-Bred International, Inc. is the world's leading supplier of agricultural genetics and is the leading developer and integrator of agricultural technology. Headquartered in Des Moines, Iowa, Pioneer develops, produces, and markets a full line of seeds, forage and grain additives and
services to grain and livestock producers, grain processors and other customers worldwide.

DuPont is a science company, delivering science-based solutions that make a difference in people's lives in food and nutrition; health care; apparel; home and construction; electronics; and transportation. Founded in 1802, the company operates in 65 countries and has 92,000 employees.

Company news release
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