N&B Update on IFF Transaction*
December 2020 Nutrition & Biosciences *The combined company will be formed upon the merger closing, subject to regulatory approval and customary closing conditions. 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
DuPont N&B and IFF Combination+
Creating a new global leader for innovative integrated solutions BROADENS CATEGORY EXPOSURE EXPANDS R&D CAPABILITIES & EXPERTISE DIFFERENTIATED INTEGRATED SOLUTIONS Expands breadth of capabilities Strong position across high-value
ingredients Best-in-class R&D and innovation capabilities Strongest industry pipeline with exceptional talent Stronger & broadest differentiated product offerings Improve speed-to-market & simplification for customers +Closing of
transaction with IFF is subject to regulatory approval and customary closing conditions.
N&B & IFF Update 12/15/19 Jan 2020
March 2020 May 2020 May 2020 August 27, 2020 September 16, 2020 Target Feb 1st At Close By End of Y3 Key 3Q 2020 Milestones IFF shareholders overwhelmingly approved the transaction; no vote required by DuPont shareholders Agreement Signed
Separation/ Integration Teams In Place Cleared U.S. Regulatory Process Initial Registration Statement Leadership Announce. IFF Shareholder Vote N&B Financing in Place(2) Anticipated Closing(1) ~$7.3B Cash Pmt. to DuPont Revenue & Cost
Synergy Capture 4Q 2019 1H 2020 2H 2020 1Q 2021 Post Close Pending regulatory approval and customary closing conditions. On September 16, 2020, Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) completed an offering
of $6.25 billion of senior unsecured notes. The net proceeds of approximately $6.2 billion from the N&B Notes Offering were deposited into an escrow account and will be used together with borrowings under N&B Inc.’s existing Term Loan
facilities to make a special cash payment of ~$7.3 billion to DuPont at closing. N&B placed $6.25 billion of senior unsecured notes to be used to fund the cash payment to DuPont at closing Transaction on track for a 1Q 2021 Closing(1)
Purpose of the INTENDED future combined
company+: applying science AND creativity for a better world +Closing of transaction with IFF is subject to regulatory approval and customary closing conditions. VISION of the INTENDED future combined company+: BE THE PARTNER FOR ESSENTIAL
SOLUTIONS
Structuring the Intended Future Combined
Company+ for Accelerated Growth TASTE, FOOD & BEVERAGE SCENT HEALTH & BIOSCIENCES Flavors Savory Solutions Inclusions Functional Solutions Protein Solutions Emulsifiers & Sweeteners Food Protection Colors PHARMA SOLUTIONS Fabric Care
Home Care Beauty Care Fine Fragrances Synthetic Ingredients Naturals Cosmetic Actives Probiotics, Infant Nutrition, HMO** & Fibers Food Enzymes Cultures Home & Personal Care Animal Health & Nutrition Microbial Control Biorefineries
Health Ingredients Pharma Excipients Global Specialty Solutions Industrial ~$6.1 Billion* ~$2.0 Billion* ~$2.3 Billion* ~$0.8 Billion* + The combined company will be formed upon the merger closing, subject to regulatory approval and customary
closing conditions. * Based on 2019 sales on a combined pro forma basis. ** Human Oligosaccharides. Establishment of four divisions focused on end-market demand
A Few Final Notes N&B and IFF remain
independent businesses and will continue to operate separately until the intended transaction closes. Until transaction close, there will be no sharing of customer data or information between N&B and IFF. Your contacts will remain the same. More
information to follow once the transaction has closed. Thank you for your business; we remain dedicated to working with you to provide the products and solutions your business needs to succeed.
About IFF At IFF (NYSE:IFF) (Euronext
Paris:IFF) (TASE:IFF), we’re using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and unexpected scents, tastes, experiences and
ingredients for the products our world craves. Learn more at iff.com, Twitter , Facebook, Instagram, and LinkedIn. 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 can be found at www.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. Additional Information 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 proposed combination
of Nutrition & Biosciences, Inc. (“N&B”), a wholly owned 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 was sent to shareholders of IFF seeking approval of the proposed transaction (which approval was subsequently received.) 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 consummation of the proposed transaction as well as other conditional commitments, (17) legislative, regulatory and economic developments; (18) 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)), (19) potential litigation relating to the proposed transaction that could be instituted against DuPont, IFF or their respective
directors, (20) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (21) negative effects of the announcement or the consummation of the transaction on
the market price of DuPont’s and/or IFF’s common stock, (22) 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, (23) the impact
of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and regulations, (24) the ability of N&B or IFF to retain and hire key personnel, (25) the risk that N&B, as a newly formed entity that
currently has no credit rating, will not have access to the capital markets on acceptable terms, (26) the risk that N&B and IFF will incur significant indebtedness in connection with the potential transaction, and the degree to which IFF
will be leveraged following completion of the potential transaction may materially and adversely affect its business, financial condition and results of operations, (27) the ability to obtain or consummate financing or refinancing related to
the transaction upon acceptable terms or at all, (28) that N&B may not achieve certain targeted cost and productivity improvements, which could adversely impact its results of operations and financial condition, (29) the risk that natural
disasters, public health issues, epidemics and pandemics, including the novel coronavirus (COVID-19), or the fear of such events, could provoke responses that cause delays in the anticipated transaction timing or the completion of transactions
related thereto, including, without limitation, as a result of any government or company imposed travel restrictions or the closure of government offices and resulting delays with respect to any matters pending before such governmental authorities
and (30) 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 proposed 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 proposed 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.
© 2020 DuPont de Nemours, Inc. All
rights reserved. DuPont™, the DuPont Oval Logo, and all products, unless otherwise noted, denoted with ™, ℠ or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.
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