WILMINGTON, Del., Dec. 18, 2020 /PRNewswire/ -- DuPont (NYSE:
DD) today announced that its Board of Directors has approved the
separation of DuPont's Nutrition & Biosciences business through
an exchange offer (split-off) whereby DuPont stockholders can elect
to tender shares of DuPont common stock in exchange for shares of
Nutrition & Biosciences, Inc. ("N&B") common stock. The
separation will be followed by the simultaneous combination of
N&B with International Flavors & Fragrances ("IFF") in a
Reverse Morris Trust transaction in which shares of N&B common
stock will be converted into shares of IFF common stock.
"DuPont's management and Board of Directors believe the
split-off enhances choice for DuPont stockholders and offers an
attractive and efficient way for DuPont to retire shares," said
Ed Breen, DuPont's Executive
Chairman and Chief Executive Officer.
At launch of the exchange offer, DuPont will announce the offer
terms. If the split-off is not fully subscribed, the remaining
shares of N&B common stock will be distributed through a pro
rata spin-off to DuPont stockholders. DuPont remains committed to a
target closing, subject to customary closing conditions, of
February 1, 2021 for the IFF and
N&B combination.
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.
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.
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 expects to file additional amendments to these filings
before they become effective. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, THE
AMENDMENTS TO THESE FILINGS, AND ANY SUPPLEMENTS, AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B, NEPTUNE MERGER
SUB I INC., NEPTUNE MERGER SUB II LLC AND THE PROPOSED TRANSACTION.
Such documents 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.
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SOURCE DuPont