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Sources told CNBC that a potential tie-up between the storied chemicals behemoths would be structured as a merger of equals.
The expected deal, which was first reported by The Wall Street Journal on Tuesday night, would likely be followed by a breakup of the combined entity, with separate businesses created to house the agricultural, materials services and specialty products operations.
Dow and DuPont have market capitalizations of almost $59 billion each.
Dow CEO Andrew Liveris would likely become executive chairman of the new company and DuPont CEO Edward Breen would be chief executive, the WSJ reported.
A Reuters report on the potential deal noted that the merger would need regulatory approval in several countries, and would allow the companies to separate out business units that promised growth from those that were struggling. Specialty chemicals have benefited from lower energy costs, while agrichemicals have been hit by weak demand for crop protection products, Reuters wrote.
The deal could have "massive upside potential," according to William Smith, a portfolio manager at SAM Advisors who is long on Dow Chemical stock.
"When you combine these companies, it's going to be the second-largest chemical company in the world," Smith told CNBC's "Power Lunch."
By cutting costs and splitting the company in three parts, the deal could unlock shareholder value by allowing each subsection to make acquisitions and mergers, Smith said.
So far, there have been $4.35 trillion worth of takeovers in 2015, beating 2007 as the top year for M&A, the WSJ reported.