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. 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. In addition, on
July 27, 2020, IFF filed a definitive proxy statement on
Schedule 14A in connection with the proposed transaction. 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 has been 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, 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
