Additional Information and Where to Find It
This communication is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”). In connection with the proposed
combination of Nutrition & Biosciences, Inc. (“N&B”),
a wholly owned subsidiary of DuPont, and IFF, which will
immediately follow the proposed separation of N&B from DuPont
(the “proposed transaction”), IFF has filed a registration
statement on Form S-4 and N&B has
filed a registration statement on Form S-4/S-1 on May 7, 2020,
each of which contains a prospectus. In addition, on May 7,
2020, IFF filed a preliminary proxy statement on Schedule 14A in
connection with the proposed transaction. Each of IFF and N&B
expects to file amendments to these filings before they become
effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENTS, PROSPECTUS, PROXY STATEMENT, ANY
AMENDMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT IFF, N&B, MERGER SUB I, MERGER SUB II AND THE
PROPOSED TRANSACTION. A definitive proxy statement will be sent to
shareholders of IFF seeking approval of the proposed transaction.
The documents relating to the proposed transaction (when they are
available) 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 (the “Exchange Act”). In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” “target,”
similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
proposed transaction, the expected timetable for completing the
proposed transaction, the benefits and synergies of the proposed
transaction, future opportunities for the combined company and
products, the benefits of the proposed organizational and operating
model of the combined company and any other statements regarding
DuPont’s, IFF’s and N&B’s 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 IFF’s 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&B,
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 DuPont’s
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