Indianapolis, October 1st / PRNewswire / -- Corteva, Inc. (New York Stock Exchange ticker: CTVA) Today, it was announced that its wholly-owned subsidiary, a Delaware corporation Vylor Inc (referred to as “Vylor”), has received the final results of the following transactions previously announced: (i) A private offering exchange (for each series, referred to as an “exchange offer” and collectively as the “exchange offers”), whereby the following series of outstanding preferred notes issued by EIDP, Inc (a Delaware corporation and also a wholly-owned subsidiary of Corteva, referred to as “EIDP”) will be exchanged in full or in part for newly issued notes of the corresponding series by Vylor (collectively referred to as “Vylor notes”) in the hands of qualified holders; and (ii) A related consent solicitation (“consent solicitation”) initiated by Vylor on behalf of EIDP to adopt several proposed amendments to the terms of the contracts governing EIDP notes. The exchange offers and consent solicitation expired (the “expiration date”) at 5:00 p.m. on September 30, 2026, New York time.

The following table shows the principal amounts of each series of EIDP instruments that were effectively bid for and not effectively withdrawn as of the maturity date.

The terms and conditions of the exchange offer and consent solicitation are set forth in the Exchange Offer Memorandum and Consent Solicitation Statement dated August 6, 2026 (hereinafter collectively referred to as the “Offer Memorandum”), which has been provided to the EIDP noteholders eligible to participate in the exchange offer and consent solicitation. Each exchange offer and consent solicitation is subject to certain conditions, including the completion of the Corteva plan, which involves the company being split into two independent, publicly traded entities: one consisting of its current crop protection business and the other consisting of its current seed business, to be directly or indirectly owned and operated by Vylor (the “split”). As of the expiration date, all conditions of the exchange offer and consent solicitation have been met, except for the completion of the split. Therefore, the delivery of the exchange offer and consent solicitation is expected to occur almost simultaneously with the completion of the split; as previously mentioned, the split is anticipated to be completed around October 1, 2026 (the “Delivery Date”), although this is still subject to the fulfillment or exemption of relevant conditions.

In accordance with the terms and conditions outlined in the tender memorandum, each qualified holder of EIDP notes who submits a valid bid before 5:00 p.m. New York Time on August 19, 2026 (the “early bid deadline”) and whose bid is not effectively withdrawn, and who is accepted in the corresponding exchange offer, will receive for each $1,000 principal amount of the applicable series of EIDP notes: (i) an equivalent principal amount of Vylor notes of the corresponding series; and (ii) a cash payment (referred to as the “cash consideration” for each series, and collectively with the aforementioned Vylor notes as the “total exchange consideration”). The cash consideration is approximately as follows: for 2.300% preferred notes maturing in 2030, about $2.90 per $1,000 of principal; for 5.125% preferred notes maturing in 2032, about $2.67 per $1,000 of principal; and for 4.800% preferred notes maturing in 2033, about $2.86 per $1,000 of principal. The Vylor notes will have the same interest payment dates, maturity dates, and coupon rates as the corresponding series of EIDP notes. The interest on the Vylor notes issued under the related exchange offer will begin to accrue from the date such notes are issued and used for the exchange of the corresponding series of EIDP notes (including that day).

Eligible holders of EIDP notes who submit valid bids after the early bid deadline but on or before the maturity date will receive 970 dollars in principal of the applicable series Vylor notes (“exchange consideration”) for every 1,000 dollars in principal of the corresponding series EIDP notes they hold, but no cash consideration will be provided.

In addition, all qualified holders of EIDP instruments that have been effectively bid for and accepted for exchange in the exchange offers and consent solicitations will also receive a cash payment equivalent to the interest that has accumulated but not been paid on their accepted EIDP instruments from the last interest payment date to the delivery date (excluding the delivery date) of the relevant EIDP instruments.

Exchange offers and consent solicitations are only issued to EIDP note holders who meet the qualification criteria specified in the 'Disclaimer' below.

Disclaimer

This press release is issued in accordance with Rule 135c of the revised Securities Act of 1933. This press release does not constitute an offer to sell or an invitation to purchase Vylor notes or any other securities, nor does it constitute any offer, invitation, or sale to any person in any jurisdiction where such offer, invitation, or sale would be illegal. The exchange offer and consent solicitation have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Therefore, Vylor notes will be subject to transfer restrictions until they are registered or exchanged for registered notes. Vylor notes will be issued under exemptions from registration under the Securities Act or in transactions that are not subject to registration requirements. The exchange offer and consent solicitation are only directed to holders of EIDP notes who meet the following conditions, and Vylor notes are offered to them only under the following circumstances: (i) upon a reasonable belief that they are “qualified institutional buyers” as defined by Rule 144A of the Securities Act, in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act; and (ii) outside the United States, not being “U.S. persons” (as defined in Rule 902 of the Securities Act), and not acting on behalf of or for the account or interests of “U.S. persons,” and in compliance with the provisions of the Securities Act. Unless the transaction is registered in accordance with the Securities Act, qualifies for an exemption from registration, or is not subject to registration requirements, Vylor notes may not be sold within the United States or to U.S. persons.

The exchange offer and consent solicitation are conducted solely in accordance with the offer memorandum. The offer memorandum and other documents related to the exchange offer and consent solicitation are distributed only to the holders of EIDP notes who have been confirmed to belong to the qualified participant category for the exchange offer and consent solicitation. Vylor, its directors or senior management, transaction managers and solicitation agents, exchange agents, information agents, Vylor notes, or EIDP note trustees, their respective affiliates, or any other persons, have not given any advice regarding whether holders should bid for their EIDP notes in the exchange offer or submit relevant consents in the consent solicitation.

The complete terms and conditions of the exchange offer and consent solicitation are contained in the offer memorandum. The exchange offer and consent solicitation shall be conducted in accordance with the offer memorandum. The exchange offer and consent solicitation are not directed to any holder of EIDP notes in jurisdictions where such offer or acceptance would be in violation of the securities laws, Blue Sky Laws, or other applicable laws of that jurisdiction. Neither the U.S. Securities and Exchange Commission nor any other regulatory authority has registered, recommended, or approved the Vylor notes, nor has any such authority made a judgment regarding the accuracy or sufficiency of the offer memorandum. Any contrary statement constitutes a criminal offense.

About Corteva

Corteva, Inc (New York Stock Exchange ticker: CTVA) is a global pure-agriculture company that combines industry-leading innovation, deep customer engagement, and operational excellence to deliver profitable solutions to the world's most pressing agricultural challenges. Corteva has established a favorable market position through its unique distribution strategy and a balanced, globally diversified portfolio of seeds, crop protection products, and digital services. With some of the most well-known brands in the agriculture sector, as well as a technology pipeline that holds promise for growth, the company is committed to maximizing farmer productivity and working with stakeholders across the food system to fulfill its mission of enriching the lives of producers and consumers, ensuring progress for future generations. For more information, please visit www.corteva.com.

Forward-looking Statements Warning

This press release contains “forward-looking statements” as defined by the U.S. Federal Securities Laws regarding Corteva, Vylor, EIDP, exchange offers and consent solicitations, as well as the split. These statements include, but are not limited to, all statements regarding the timing and completion of the exchange offers, consent solicitations, and split. Such forward-looking statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current assumptions about future business and financial performance and, by their nature, involve various degrees of uncertainty. Forward-looking statements can be identified by words such as “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “predicts,” “estimates,” “outlooks,” or other words with similar meanings.These forward-looking statements are subject to risks and uncertainties that may result in material differences between actual results and those stated in the statements. Such risks include, but are not limited to: (i) the overall economic and capital market conditions may have an adverse effect on the exchange offer and consent solicitation or split; (ii) the conditions for the exchange offer and consent solicitation or split may not be met or may be exempted; (iii) any event, change, or other circumstance may lead to the termination of the exchange offer and consent solicitation and/or split; (iv) the termination of the split may have an impact on Corteva or its subsidiaries; (v) legal proceedings may be initiated regarding the split or other matters; (vi) unexpected costs, expenses, or expenditures; and (vii) other risks and uncertainties described in the documents submitted by Corteva and EIDP to the U.S. Securities and Exchange Commission (“SEC”), including the “Risk Factors” in Corteva’s most recent 10-K annual report (Item 1A) and subsequent 10-Q quarterly reports, as well as other documents submitted or provided to the SEC by Corteva or EIDP. Except as required by applicable law, Corteva and EIDP assume no obligation to update or revise any forward-looking statements.