WILMINGTON, Del., Feb. 1, 2021 /PRNewswire/ -- DuPont (NYSE: DD)
announced today the preliminary results of its exchange offer in
connection with the previously announced separation of its
nutrition and biosciences business (the "N&B Business") and
merger of Nutrition & Biosciences, Inc. ("N&B"), a DuPont
subsidiary formed to hold the N&B Business, with a subsidiary
of International Flavors & Fragrances Inc. ("IFF") (NYSE:
IFF). DuPont intends to accept, subject to proration, shares
of DuPont common stock validly tendered in the exchange offer.
The final exchange ratio for the exchange offer was set at
0.7180 shares of N&B common stock for each share of DuPont
common stock that is validly tendered and not properly withdrawn
and accepted for exchange. Upon completion of the merger of N&B
with a subsidiary of IFF, each share of N&B common stock will
be converted into one share of IFF common stock. As a result,
DuPont stockholders who tendered shares of DuPont common stock in
the exchange offer will receive approximately 0.7180 shares of IFF
common stock (subject to the receipt of cash in lieu of fractional
shares) for each share of DuPont common stock accepted for
exchange.
Exchange Offer Preliminary Results
Pursuant to the exchange offer, which expired at one minute
after 11:59 p.m., New York City time, on January 29, 2021, and based on a preliminary
count by the exchange offer agent, a total of approximately
369,165,753 shares of DuPont common stock were tendered and not
properly withdrawn prior to the expiration of the exchange offer,
including approximately 80,609,346 shares tendered pursuant to
guaranteed delivery procedures.
Based on the preliminary results under the terms of the exchange
offer, DuPont will exchange a total of approximately 197,410,113
shares of DuPont common stock in the exchange offer for the
141,740,461 shares of N&B common stock owned by
DuPont.
Based on the total number of shares of DuPont common stock
reported to be tendered and not properly withdrawn prior to the
expiration of the exchange offer, including shares tendered
pursuant to guaranteed delivery procedures, the exchange offer was
oversubscribed by approximately 171,755,640 shares, resulting in a
preliminary proration factor of approximately 52.4563 percent. The
preliminary results include an estimated 7,907,187 shares of DuPont
common stock tendered by odd-lot stockholders (stockholders who
qualified for odd-lot treatment are not subject to proration).
Because more than 197,410,113 shares of DuPont common stock were
tendered, DuPont will distribute all of the N&B common stock in
the exchange offer. As result, there will not be a clean-up
spin-off.
DuPont will not be able to determine the final proration factor
until after the full expiration of the exchange offer's guaranteed
delivery period at 5:00 p.m.,
New York City time, on
February 2, 2021. DuPont will
publicly announce the final results, including the final proration
factor, which may be different from today's preliminary results and
preliminary estimate of the proration factor, after they have been
determined. Once the final results of the exchange offer are
available, and the calculation of the number of shares of N&B
common stock received by each stockholder in the exchange offer is
determined, IFF's transfer agent will deliver the appropriate
number of shares of IFF common stock, as well as cash in lieu of
fractional shares.
For more information about the exchange offer, please visit
www.dupontexchangeoffer.com or contact the information agent,
Georgeson LLC, at 888-660-8331.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, SM or ® are owned by
affiliates of DuPont de Nemours, Inc. unless otherwise noted.
2/1/21
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 about the
company, its businesses and solutions can be found at
www.dupont.com. Investors can access information included on the
Investor Relations section of the website at
investors.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.
Cautionary Notes 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
transaction, the benefits and synergies of the 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
accounting and tax treatments of the transaction, (2) changes
in relevant tax and other laws, (3) 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 of the
transaction, (4) risks and costs related to the distribution of
Corteva Inc. on June 1, 2019 (the
"Corteva Distribution") and the distribution of Dow Inc. on
April 1, 2019 (the "Dow Distribution"
and together with the Corteva Distribution the "Previous
Distributions") including indemnification of certain legacy
liabilities of E. I. du Pont de Nemours and Company ("Historical
EID"), a subsidiary of Corteva, in connection with the Corteva
Distribution and potential liability arising from fraudulent
conveyance and similar laws in connection with the Previous
Distributions, (5) risks and costs related to the performance under
and impact of the cost sharing arrangement by and between DuPont,
Corteva, Inc. and The Chemours Company related to future eligible
PFAS liabilities, (6) 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,
(7) uncertainty as to the long-term value of DuPont common
stock, (8) potential inability or reduced access to the
capital markets or increased cost of borrowings, including as a
result of a credit rating downgrade, (9) 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,
(10) the integration of IFF and its Frutarom business and/or
N&B being more difficult, time consuming or costly than
expected, (11) the failure to achieve expected or targeted
future financial and operating performance and results,
(12) the possibility that IFF may be unable to achieve
expected benefits, synergies and operating efficiencies in
connection with the transaction within the expected time
frames or at all or to successfully integrate Frutarom and N&B,
(13) customer loss and business disruption being greater than
expected following the transaction, (14) legislative,
regulatory and economic developments; (15) 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)),
(16) potential litigation relating to the transaction that
could be instituted against DuPont, IFF or their respective
directors, (17) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by
the transaction, (18) negative effects of the consummation of
the transaction on the market price of DuPont's and/or IFF's common
stock, (19) 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, (20) the impact of the failure to
comply with U.S. or foreign anti-corruption and anti-bribery laws
and regulations, (21) the ability of N&B or IFF to retain
and hire key personnel, (26) the risk that N&B and IFF
will incur significant indebtedness in connection with the
transaction, and the degree to which IFF will be leveraged
following completion of the transaction may materially and
adversely affect its business, financial condition and results of
operations, (23) that N&B may not achieve certain targeted cost
and productivity improvements, which could adversely impact its
results of operations and financial condition, and (24) 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 other commitments
and contingencies; failure to appropriately manage process safety
and product stewardship issues; global economic and capital market
conditions, including the continued availability of capital and
financing, as well as inflation, interest and currency exchange
rates; changes in political conditions, including tariffs, trade
disputes and retaliatory actions; impairment of goodwill or
intangible assets; the availability of and fluctuations in the cost
of energy and raw materials; business or supply disruption,
including in connection with the Previous Distributions; security
threats, such as acts of sabotage, terrorism or war, natural
disasters and weather events and patterns, disasters, public health
issues, epidemics and pandemics, including COVID-19, or the fear of
such events, and the inherent unpredictability, duration and
severity of such events, which could result in a significant
operational event for DuPont, N&B or IFF, adversely impact
demand or production; ability to discover, develop and protect new
technologies and to protect and enforce DuPont's, N&B's or
IFF's intellectual property rights;, as well as management's
response to any of the aforementioned factors. These risks, as well
as other risks associated with the merger, are more fully discussed
in the registration statement and proxy statement filed by IFF
and the registration statement filed by N&B. While the list of
factors presented here is, and the list of factors presented in
registration statements filed by each of IFF and N&B in
connection with the transaction, are considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Further lists and descriptions of risks
and uncertainties can be found in IFF's annual report on Form 10-K
for the year ended December 31, 2019,
DuPont's annual report on Form 10-K for the year ended December 31, 2019, and each of IFF's and DuPont's
respective subsequent reports on
Form 10-Q, Form 10-K and
Form 8-K, the contents of which are not incorporated by
reference into, nor do they form part of, this announcement. Any
other risks associated with the transaction are more fully
discussed in the registration statements filed with the SEC. While
the list of factors presented here is, and the list of factors
presented in the registration statements, as amended, filed by each
of IFF or N&B are representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on IFF's,
DuPont's or N&B's consolidated financial condition, results of
operations, credit rating or liquidity. None of IFF, DuPont nor
N&B assumes any obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
Additional Information About the Transaction 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
transaction, N&B has filed a registration statement on Form
S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration
statement on Form S-4 containing a prospectus, dated December 31, 2020 (together, the "registration
statements"), and DuPont has filed a Schedule TO with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS, DUPONT'S SCHEDULE TO AND ANY AMENDMENTS OR SUPPLEMENTS
TO THESE FILINGS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT N&B, IFF AND DUPONT
AND THE TRANSACTION. The registration statements, DuPont's
Schedule TO and other documents relating to the transaction (when
they become available) can also be obtained free of charge from the
SEC's website at www.sec.gov. These documents and each of the
companies' other filings with the SEC (when available) can also be
obtained free of charge, with respect to DuPont and N&B, upon
written request to Georgeson LLC, at 1290 Avenue of the Americas,
9th Floor, New York, NY 10104, or
by telephone at 888-660-8331, or, with respect to IFF, upon written
request to International Flavors & Fragrances Inc. investor
relations at 521 West 57th Street, New
York, New York 10019 or by calling (212) 708-7164.
In addition, for any questions about the exchange offer
generally you may contact the information agent, Georgeson LLC, at
888-660-8331.
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SOURCE DuPont