SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
DuPont de
Nemours, Inc.
(Name of Subject Company (Issuer))
DuPont de Nemours, Inc.
(Name of Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
26614N102
(CUSIP Number
of Class of Securities)
Erik T. Hoover
Senior Vice President & General Counsel
974 Centre Road, Building 730
Wilmington, Delaware 19805
(302) 774-3034
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
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Brandon Van Dyke
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Christopher E. Austin
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Skadden, Arps, Slate, Meagher & Flom LLP
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Benet J. OReilly
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One Manhattan West
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Kyle A. Harris
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New York, NY 10001
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Cleary Gottlieb Steen &
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(212) 735-3000
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Hamilton LLP
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One Liberty Plaza
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New York, NY 10006
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(212) 225-2000
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CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$15,705,955,575(1)
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$1,713,519.75(2)
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(1)
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Estimated solely for calculating the filing fee, based on the average of the high and low prices (as reported
on the New York Stock Exchange on December 29, 2020) of shares of common stock, par value $0.125 per share, of International Flavors & Fragrances Inc. (IFF) into which shares of common stock, par value $0.01 per
share, of Nutrition & Biosciences, Inc. being offered in exchange for shares of common stock, par value $0.01 per share, of DuPont De Nemours, Inc., will be converted, and paid in connection with IFFs Registration Statement on Form S-4, which was initially filed on May 7, 2020 (Registration No. 333-238072) (the IFF
Form S-4), calculated as set forth therein, relating to the transactions described in this Schedule TO.
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(2)
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The amount of the filing fee has been calculated in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended, in connection with the IFF Form S-4, as set forth therein.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $2,352,247.57
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Filing Party: International Flavors & Fragrances Inc.
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Form or Registration No.: Form S-4
(Registration No. 333-238072)
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Date Filed: May 7, 2020
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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third party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Introductory Statement
This Amendment No. 5 amends
and supplements the Issuer Tender Offer Statement on Schedule TO filed by DuPont de Nemours, Inc. (DuPont) with the Securities and Exchange Commission (the SEC) on December 31, 2020, as amended by Amendment
No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 to the Issuer Tender Offer Statement, filed with the SEC on January 11, 2021, January 25, 2021, January 26, 2021 and January 28, 2021, respectively
(as so amended, the Schedule TO).
This Schedule TO relates to the offer by DuPont to exchange all shares of common stock, par value
$0.01 per share (N&B common stock), of Nutrition & Biosciences, Inc. (N&B) for shares of common stock, par value $0.01 per share (DuPont common stock), of DuPont, upon the
terms and subject to the conditions set forth in the Prospectus dated December 31, 2020 (the Prospectus), the Letter of Transmittal and the Exchange and Transmittal Information Booklet, copies of which are attached hereto as
Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the Exchange Offer). Immediately following the Exchange Offer, Neptune Merger Sub I
Inc., a Delaware corporation and wholly owned subsidiary of IFF (Merger Sub), will be merged with and into N&B, whereby the separate corporate existence of Merger Sub will cease and N&B will continue as the surviving
corporation and a wholly owned subsidiary of IFF (the Merger). In the Merger, each outstanding share of N&B common stock (except for shares of N&B common stock held by N&B as treasury stock or by DuPont, which will be
automatically cancelled) will be automatically converted into the right to receive shares of common stock, par value $0.125 per share, of IFF (IFF common stock), upon the terms and subject to the conditions set forth in the
Prospectus.
In connection with the Exchange Offer, N&B has filed with the Securities and Exchange Commission (the SEC), under the
Securities Act of 1933, as amended (the Securities Act), a registration statement on Form S-4 and Form S-1 (Registration No. 333-238089) (as amended, the Registration Statement) to register the shares of N&B common stock offered in exchange for shares of DuPont common stock tendered in the Exchange Offer.
IFF has filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-238072) to register the shares of IFF common stock into which
shares of N&B common stock will be converted in the Merger.
This Amendment No. 5 shall be read together with the Schedule TO. Except as
specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule TO.