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 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&B 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&B,
(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 DuPont’s and/or IFF’s
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 IFF’s common stock, (23) the impact of the
failure to comply with U.S. or foreign anti-corruption and
anti-bribery laws and regulations, (24) the ability of N&B
or IFF to retain and hire key personnel, (25) the risk that
N&B, as a newly formed entity that currently has no credit
rating, will not have access to the capital markets on acceptable
terms, (26) the risk that N&B 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, (27) the ability to obtain or consummate
financing or refinancing related to the transaction upon acceptable
terms or at all, (28) that N&B may not achieve certain
targeted cost and productivity improvements, which could adversely
impact its results of operations and financial condition,
(29) the risk that natural disasters, public health issues,
epidemics and pandemics, including the novel coronavirus
(COVID-19), or the fear of
such events, could provoke responses that cause delays in the
anticipated transaction timing or the completion of transactions
related thereto, including, without limitation, as a result of any
government or company imposed travel restrictions or the closure of
government offices and resulting delays with respect to any matters
pending before such governmental authorities and (30) other
risks to DuPont’s, N&B’s and IFF’s business, operations and
results of operations including from: failure to develop and market
new products and optimally manage product life cycles; ability,
cost and impact on business operations, including the supply chain,
of responding to changes in market acceptance, rules, regulations
and policies and failure to respond to such changes; outcome of
significant litigation, environmental matters and