About IFF
At IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), we’re using
Uncommon Sense to create what the world needs. As a collective of
unconventional thinkers and creators, we put science and artistry
to work to create unique and unexpected scents, tastes, experiences
and ingredients for the products our world craves. Learn more at
iff.com, Twitter , Facebook, Instagram,
and LinkedIn.
About DuPont
DuPont (NYSE:DD) is a global innovation leader with
technology-based materials, ingredients and solutions that help
transform industries and everyday life. Our employees apply diverse
science and expertise to help customers advance their best ideas
and deliver essential innovations in key markets including
electronics, transportation, construction, water, health and
wellness, food and worker safety. More information can be found
at www.dupont.com.
About DuPont Nutrition & Biosciences
DuPont Nutrition & Biosciences applies expert science to
advance market-driven, healthy and sustainable solutions for the
food, beverage, dietary supplement and pharmaceutical industries.
We also use cutting-edge biotechnology across a range of markets to
advance bio-based solutions
to meet the needs of a growing population, while protecting our
environment for future generations. We are innovative solvers who
help our customers turn challenges into high-value business
opportunities. For more information:
www.dupontnutritionandhealth.com or www.biosciences.dupont.com.
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”), on May 7, 2020, IFF filed a
registration statement on Form S-4 and N&B filed a
registration statement on Form S-4/S-1 each of which contains a
prospectus. In addition, on July 27, 2020, IFF filed a
definitive proxy statement on Schedule 14A in connection with the
proposed transaction. Each of IFF and N&B has amended its
respective registration statements and expects to file additional
amendments to these filings before they become effective. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS,
PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, THE DEFINITIVE PROXY
STATEMENT, AND ANY SUPPLEMENTS, 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