FILED BY DUPONT DE NEMOURS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: DUPONT DE NEMOURS, INC.
COMMISSION FILE NO. 001-38196
Exchange Offer
Last Updated: February 1, 2021
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a total of approximately 369,165,753 shares of DuPont Common Stock (as defined below) were tendered and not properly withdrawn prior to the expiration of the exchange offer, including approximately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 (as defined below) 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Based on the total number of shares of DuPont Common Stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer,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 qualify 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 offers 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 todays preliminary results and preliminary estimate of the proration factor, after they have been determined.
Final Exchange Ratio
The
final exchange ratio is 0.7180 shares of N&B Common Stock (as defined below) for each share of DuPont Common Stock (as defined below) that is validly tendered and not properly withdrawn and accepted for exchange. The final calculated per-share
value of DuPont Common Stock and the final calculated per-share value of N&B Common Stock, in each case determined in the manner described in the Prospectus (as defined below), and applying the discount described in the Prospectus would have
resulted, if the exchange offer did not contain an upper limit, in an exchange ratio of more than the upper limit of 0.7180. Accordingly, the upper limit is in effect, and the final exchange ratio has been set at 0.7180 shares of N&B common
stock for each share of DuPont common stock accepted in the exchange offer.
Following the exchange offer and any pro rata distribution of shares of
N&B Common Stock to eligible DuPont stockholders, N&B will merge with a subsidiary of IFF and become a wholly-owned subsidiary of IFF, and each share of N&B Common Stock will be converted into one share of IFF Common Stock (as defined
below). As a result, DuPont stockholders who tender their 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.
DuPont de Nemours, Inc. Investor Information
On December 31, 2020, DuPont de Nemours, Inc., a Delaware corporation (DuPont), commenced an exchange offer (the
exchange offer) for all of the outstanding shares of common stock, $0.01 par value per share (N&B Common Stock), of Nutrition & Biosciences, Inc., a Delaware corporation (N&B), for
outstanding shares of common stock, par value $0.01 per share, of DuPont (DuPont Common Stock) that are validly tendered and not properly withdrawn as further described in the Prospectus dated December 31, 2020 (the
Prospectus).
Immediately following the consummation of the exchange offer and the expected clean-up spin-off (as defined below), Neptune Merger Sub I Inc. (Merger Sub I), a Delaware corporation and a wholly owned subsidiary of International Flavors & Fragrances Inc., a Delaware
corporation (IFF), will be merged with and into N&B, whereby the separate corporate existence of Merger Sub I will cease and N&B will continue as the surviving company 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 cancelled and cease to exist and no consideration will be
delivered in exchange therefor) will be automatically converted into the right to receive a number of shares of common stock, par value $0.125 per share, of IFF (IFF Common Stock) equal to the exchange ratio set forth in the Merger
Agreement (as defined in the Prospectus). N&B will issue to DuPont a number of shares of N&B Common Stock such that the number of shares of N&B Common Stock issued and outstanding at the time of the exchange offer is equal to
approximately the number of shares to be issued in the Share Issuance (as defined in the Prospectus) and the exchange ratio in the Merger is equal to approximately one. The aggregate number of shares of IFF Common Stock to be issued in the
Merger by IFF is expected to result in pre-Merger holders of shares of N&B Common Stock collectively owning approximately 55.4% of the issued and outstanding shares of IFF Common Stock on a fully diluted
basis after giving effect to the Merger and IFFs existing shareholders collectively owning approximately 44.6% of the issued and outstanding shares of IFF Common Stock on a fully diluted basis (in each case, excluding any overlaps in the pre-Merger stockholder bases). N&B Common Stock will not be transferred to participants in the exchange offer; such participants will instead receive shares of IFF Common Stock in the Merger. No trading market
currently exists for N&B Common Stock. You will not be able to trade shares of N&B Common Stock before they are converted into shares of IFF Common Stock