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products and any other statements regarding DuPonts, IFFs and N&Bcos future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels,
future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. There are several factors which could cause actual plans and results to differ materially
from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, (1) the parties ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed
transaction, (2) changes in relevant tax and other laws, (3) any failure to obtain necessary regulatory approvals, approval of IFFs shareholders, anticipated tax treatment or any required financing or to satisfy any of the other
conditions to the proposed transaction, (4) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects,
business and management strategies that could impact the value, timing or pursuit of the proposed transaction, (5) risks and costs and pursuit and/or implementation of the separation of N&Bco, including timing anticipated to complete the
separation, any changes to the configuration of businesses included in the separation if implemented, (6) risks related to indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (Historical EID) in
connection with the distribution of Corteva Inc. on June 1, 2019 (the Corteva Distribution), (7) potential liability arising from fraudulent conveyance and similar laws in connection with DuPonts distribution of Dow Inc. on
April 1, 2019 and/or the Corteva Distributions (the Previous Distributions), (8) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the
Letter Agreement entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses, (9) uncertainty as to the long-term value of DuPont common stock, (10) potential inability or reduced
access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade, (11) inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the
providing of estimates of financial measures, in accordance with the accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis, (12) the integration of IFF and its Frutarom business
and/or N&Bco being more difficult, time consuming or costly than expected, (13) the failure to achieve expected or targeted future financial and operating performance and results, (14) the possibility that IFF may be unable to achieve
expected benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all or to successfully integrate Frutarom and N&Bco, (15) customer loss and business disruption being
greater than expected following the proposed transaction, (16) the impact of divestitures required as a condition to consummation of the proposed transaction as well as other conditional commitments, (17) legislative, regulatory and
economic developments; (18) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)),
(19) potential litigation relating to the proposed transaction that could be instituted against DuPont, IFF or their respective directors, (20) risks associated with third party contracts containing consent and/or other provisions that may
be triggered by the proposed transaction, (21) negative effects of the announcement or the consummation of the transaction on the market price of DuPonts and/or IFFs common stock, (22) risks relating to the value of the IFF
shares to be issued in the transaction and uncertainty as to the long-term value of IFFs common stock, (23) risks relating to IFFs ongoing investigations into improper payments made in Frutarom businesses principally operating in
Russia and the Ukraine, including expenses incurred with respect to the investigations, the cost of any remedial measures or compliance programs arising out of the investigations, legal proceedings or government investigations that may arise
relating to the subject of IFFs investigations, and the outcome of any such legal or government investigations, such as the imposition of fines, penalties, orders, or injunctions, (24) the impact of the failure to comply with U.S. or
foreign anti-corruption and anti-bribery laws and regulations, including with respect to IFFs ongoing investigations into improper payments made in Frutarom businesses principally operating in Russia and the Ukraine, (25) the impact of
the outcome of legal claims, regulatory investigations and litigation, including any that may arise out of IFFs ongoing investigations into improper payments made in Frutarom businesses principally operating in Russia and the Ukraine,
(26) the ability of N&Bco or IFF to retain and hire key personnel, (27) the risk that N&Bco, as a newly formed entity that currently has no credit rating, will not have access to the capital markets on acceptable terms,
(28) the risk that N&Bco and IFF will incur significant indebtedness in connection with the potential transaction, and the degree to which IFF will be leveraged following completion of the potential transaction may materially and adversely
affect its business, financial condition and results of operations, (29) the ability to obtain or consummate
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