Combination Creates a Global Ingredients and
Solutions Leader Serving Consumer-Oriented Food & Beverage,
Home & Personal Care and Health & Wellness End Markets
Poised to Drive Long-Term, Sustainable Growth
Through Expanded Portfolio, Best-in-Class R&D Capabilities and
#1 or #2 Market Positions in High-Value, Highly Attractive
Ingredients Categories
Financial Profile, Including Enhanced Revenue
Growth and Margin Expansion Bolstered by Meaningful Cost and
Revenue Synergy Opportunity
IFF (NYSE: IFF) to complete the previously announced merger of
IFF and DuPont’s Nutrition & Biosciences (“N&B”) business,
pursuant to a Reverse Morris Trust transaction today. The combined
company will continue to operate under the name IFF. Shares of the
combined company’s common stock will trade on the New York Stock
Exchange under the symbol “IFF.”
“We are thrilled to officially unite IFF and N&B, forging a
leader in the global consumer goods and commercial products value
chain that will redefine our industry and create a leading
ingredients and solutions provider for our customers across a broad
range of end-markets,” said Andreas Fibig, IFF Chairman and Chief
Executive Officer. “Our organizations have deep histories of
creativity, innovation excellence and a shared commitment to care
for our communities. With our combined platform, IFF is an
essential partner for our customers, uniquely positioning us to
address our customers’ evolving needs, unlock long-term value
creation and accelerate our pursuit of new, creative and integrated
solutions. Through an unprecedented last 12 months, both the IFF
and N&B teams have remained incredibly focused on executing our
respective business plans and setting the foundation to bring this
combination to life. I welcome our new N&B colleagues to the
IFF family, and I look forward to working with Ed as we continue
our integration efforts and focus on driving long-term, sustainable
growth.”
“I’m extremely proud of what our teams have accomplished to
complete the transaction on time despite a year of unprecedented
challenges. Andreas and the combined management team have planned
and prepared for this integration and are committed to delivering
for all stakeholders,” said Ed Breen, DuPont Executive Chairman and
Chief Executive Officer, who joins the IFF Board of Directors and
will become Lead Independent Director effective at the 2021 annual
meeting of shareholders. “As a global industry leader of highly
valued consumer ingredients, the new IFF is well-positioned to
deliver growth and to unlock long-term value for shareholders,
customers and employees. I also want to salute our N&B
colleagues for their contributions to DuPont and wish them success
in the years ahead.”
A New Global Industry Leader
The combination of IFF and N&B creates a global leader in
high-value ingredients and solutions for the Food & Beverage,
Home & Personal Care and Health & Wellness markets, with
estimated 2020 pro forma revenue of more than $11 billion and
EBITDA of approximately $2.5 billion, excluding synergies. The
complementary portfolios give the company leadership positions
within the Taste, Texture, Scent, Nutrition, Enzymes, Cultures, Soy
Proteins and Probiotics ingredient categories.
The combined company’s global reach and enhanced capabilities
will enable the creation of innovative solutions to respond to
customer demands and increasing consumer preferences for natural,
healthier and “better for you” products.
With best-in-class R&D capabilities, a diverse portfolio of
unique products and solutions and a unified team comprising
exceptional talent from both organizations, the new IFF will be a
customer-focused leader with an enhanced ability to deliver
long-term value while upholding its commitment to safe, sustainable
practices and products.
Transaction Details
Under the terms of the transaction, which was previously
announced on December 15, 2019 and received approval from IFF
shareholders on August 27, 2020, the combination was executed
through a Reverse Morris Trust transaction. As a result of the
completion of the transaction, DuPont received a one-time $7.3
billion cash payment, subject to adjustment. Effective at
transaction close, DuPont shareholders own 55.4% of the combined
company and IFF’s shareholders own 44.6%. IFF continues its
commitment to maintaining an investment grade rating.
Greenhill & Co. LLC and Morgan Stanley & Co. LLC served
as IFF’s financial advisors and Cleary Gottlieb Steen &
Hamilton LLP served as legal counsel. Credit Suisse Securities
(USA) LLC and Evercore served as DuPont’s financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP served as legal
counsel.
Welcome to IFF
At IFF (NYSE: IFF), an industry leader in food, beverage,
health, biosciences and sensorial experiences, science and
creativity meet to create essential solutions for a better world –
from global icons to unexpected innovations and experiences. With
the beauty of art and the precision of science, we are an
international collective of thinkers who partners with customers to
bring scents, tastes, experiences, ingredients and solutions for
products the world craves. Together, we will do more good for
people and planet. Learn more at iff.com, Twitter , Facebook,
Instagram, and LinkedIn.
Additional Information and Where to Find It
In connection with the combination of Nutrition &
Biosciences, Inc. and IFF, IFF has filed a registration statement
on Form S-4 containing a prospectus, dated December 31, 2020, and
N&B has filed a registration statement on Form S-4/S-1
containing a prospectus, dated December 31, 2020 (together, the
“registration statements”), and DuPont de Nemours, Inc. has filed a
Schedule TO with the Securities and Exchange Commission (“SEC”).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS, PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, AND ANY
SUPPLEMENTS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
IFF, N&B AND THE TRANSACTION. Such documents can be obtained
free of charge from the SEC’s website at www.sec.gov. Free copies
of these documents, once available, and each of the companies’
other filings with the SEC may also be obtained from the respective
companies by contacting the investor relations department of DuPont
or IFF.
Cautionary Note on Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the DuPont N&B transaction, the expected
benefits and synergies of the transaction, future opportunities for
the combined company and products, the benefits of the
organizational and operating model of the combined company and any
other statements regarding IFF’s and N&B’s future operations or
financial or operating results. Factors which could cause actual
plans and results to differ materially from those expressed or
implied in forward-looking statements include, but are not limited
to, the possibility that unforeseen liabilities could impact the
value of the transaction, inherent uncertainties involved in the
estimates and judgments used in the preparation of financial
statements and the providing of estimates of financial measures,
the possibility that IFF may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with
the transaction within the expected time frames or at all or to
successfully integrate Frutarom and N&B, the impact of COVID-19
or other public health issues on IFF’s business, operation and
financial results, and other risk factors detailed from time to
time in IFF’s reports filed with the SEC, including IFF’s annual
report on Form 10-K for the year ended December 31, 2019 and IFF’s
subsequent reports on Form 10-Q, Form 10-K and Form 8-K. Any other
risks associated with the transaction are more fully discussed in
the registration statements filed with the SEC. IFF does not assume
any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20210201005391/en/
Michael DeVeau Chief Investor Relations & Communications
Officer 212.708.7164 Michael.DeVeau@iff.com