DD DuPont de Nemours Inc

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. 6

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)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transaction to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

Introductory Statement

This Amendment No. 6 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, Amendment No. 4 and Amendment No. 5 to the Issuer Tender Offer Statement, filed with the SEC on January 11, 2021, January 25, 2021, January 26, 2021, January 28, 2021 and February 1, 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”), merged with and into N&B, whereby the separate corporate existence of Merger Sub ceased and N&B continued 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 were automatically cancelled) was 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 were converted in the Merger.

This Amendment No. 6 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule TO.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented by adding the following text:

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 the final count by the exchange agent, DuPont accepted 197,410,113 shares of DuPont common stock for exchange in the Exchange Offer. A total of 368,655,051 shares of DuPont common stock were validly tendered and not properly withdrawn in the Exchange Offer, including 7,905,588 shares tendered by stockholders who qualified for odd-lot treatment. Such odd-lot stockholders were not subject to proration, and their shares were fully accepted in the Exchange Offer. All remaining tendered shares of DuPont common stock were accepted in the Exchange Offer on a pro rata basis using the final proration factor of 52.5307455 percent. Shares of DuPont common stock that were validly tendered but not accepted for exchange will be returned to tendering stockholders.

DuPont offered to exchange all 141,740,461 shares of N&B common stock for shares of DuPont common stock accepted in the Exchange Offer. Following the closing of the Exchange Offer, each share of N&B common stock was converted into the right to receive one share of IFF common stock in the Merger. As a result, DuPont stockholders who tendered their shares of DuPont common stock in the Exchange Offer received approximately 0.7180 shares of IFF common stock (subject to receipt of cash in lieu of fractional shares) for each share of DuPont common stock accepted for exchange. DuPont was able to accept the maximum of 197,410,113 shares of DuPont common stock for exchange in the Exchange Offer.

On February 1, 2021, DuPont issued a press release announcing, among other things, that the Merger would be completed that day, a copy of which is attached as Exhibit (a)(5)(xxix) hereto and is incorporated herein by reference.

On February 1, 2021, in accordance with the terms of the Separation Agreement and the Merger Agreement, DuPont, N&B, and IFF entered into the Tax Matters Agreement, and DuPont, N&B and certain of their subsidiaries entered into the Intellectual Property Cross License Agreement, forms of which were previously filed on this Schedule TO. The executed versions of the foregoing agreements are attached hereto as Exhibits (d)(ix) and (x), respectively, and are incorporated herein by reference.

On February 1, 2021, DuPont, N&B, IFF and Neptune Merger Sub II LLC (a subsidiary of IFF) entered into Amendment No. 2 to the Separation Agreement, a copy of which is attached as Exhibit (d)(xi) hereto and is incorporated herein by reference.

On February 3, 2021, DuPont issued a press release announcing the final results of the Exchange Offer, a copy of which is attached as Exhibit (a)(5)(xxxi) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits thereto:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2021