WILMINGTON, Del., Dec. 31, 2020 /PRNewswire/ -- DuPont
(NYSE: DD) today announced the commencement of its 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 exchange offer is
part of DuPont's previously announced Reverse Morris Trust
transaction with International Flavors & Fragrances (NYSE: IFF)
("IFF").
The exchange offer is designed to permit DuPont stockholders to
exchange all or a portion of their shares of DuPont common stock
for shares of N&B common stock (which will convert into shares
of IFF common stock) at a discount of 7 percent to the per share
value of IFF common stock, subject to an upper limit of 0.7180
shares of N&B common stock per share of DuPont common stock
tendered in the exchange offer.
Key elements of the exchange offer include:
- DuPont stockholders have the option to exchange some, all or
none of their shares of DuPont common stock for shares of N&B
common stock subject to proration as described below.
- Tendering DuPont stockholders are expected to receive
approximately $107.53 of N&B
common stock for every $100 of DuPont
common stock tendered, subject to the upper limit described
below.
- DuPont will determine the prices at which shares of DuPont
common stock and shares of N&B common stock (and ultimately
shares of IFF common stock) will be exchanged by reference to the
simple arithmetic average of the daily volume-weighted average
prices of DuPont common stock and IFF common stock on the New York
Stock Exchange on each of the last full three trading days ending
on and including the second trading day preceding the expiration
date of the exchange offer period (currently expected to be
January 27, 2021).
- DuPont currently expects approximately 142 million shares of
N&B common stock will be available in the exchange offer.
- The exchange offer will expire at one minute after 11:59 p.m., New York
City time, on January 29,
2021, unless terminated or extended.
- N&B common stock will not be transferred to participants in
this exchange offer. Following the exchange offer, N&B will
merge with a subsidiary of IFF and become a wholly-owned subsidiary
of IFF, and shares of N&B common stock will be converted into
shares of IFF common stock. In the merger the N&B shares
will convert into IFF shares on a 1.0:1.0 basis, so participants in
the exchange offer will instead receive shares of IFF common stock
in the merger. No separate trading market currently exists or will
ever exist for N&B common stock.
- If the exchange offer 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 will announce the final exchange ratio used to determine
the number of shares of N&B common stock that DuPont
stockholders participating in the exchange offer will receive for
each share of DuPont common stock accepted for exchange as well as
whether the upper limit will be in effect, through
www.dupontexchangeoffer.com and by press release, in each case
by 11:59 p.m., New York City time, at the end of the second
trading day (currently expected to be January 27, 2021) immediately preceding the
expiration date of the exchange offer (currently expected to be
January 29, 2021).
The exchange offer will expire at one minute after 11:59 p.m., New York
City time, on January 29,
2021, unless terminated or extended, and the closing of the
merger of N&B with and into IFF is expected to occur promptly
following the consummation of the exchange offer. The transactions
are subject to customary closing conditions. As a result of the
exchange offer, the number of outstanding shares of DuPont common
stock will be reduced.
As part of the Reverse Morris Trust transaction with IFF, DuPont
will not retain any ownership in N&B. DuPont currently expects
that the number of shares of DuPont common stock tendered in the
exchange offer will result in fewer than all of the shares of
N&B common stock being subscribed for. As a result,
following the exchange offer, DuPont expects to pursue a clean-up
spin-off. In the clean-up spin-off the remaining shares of
N&B common stock held by DuPont (if any) will be distributed
pro rata to DuPont stockholders as of the record date discussed
below, other than in respect of any shares tendered and accepted in
the exchange offer. Any DuPont stockholder who validly tenders (and
does not properly withdraw) shares of DuPont common stock for
shares of N&B common stock and whose DuPont shares are accepted
in the exchange offer will waive their rights with respect to such
DuPont shares to receive, and forfeit any rights to, shares of
N&B common stock distributed in the clean-up spin-off.
Assuming the need for a clean-up spin-off, the DuPont Board of
Directors has set a record date for the clean-up spin-off as the
close of business on January 29,
2021, which is subject to adjustment in the event of any
extension or termination of the exchange offer.
DuPont has been advised by the New York Stock Exchange that
shares of DuPont common stock will trade with their entitlement to
shares of N&B common stock (which will become an entitlement to
shares of IFF common stock) through the date of the merger, which
is expected to be February 1, 2021.
As a result, if you sell a share of DuPont common stock during that
period you will also be selling your right to receive shares of
N&B common stock.
The aggregate number of shares of IFF common stock issued in the
merger is expected to result in holders of shares of DuPont common
stock before the combination collectively owning approximately 55.4
percent of the issued and outstanding shares of IFF common stock on
a fully diluted basis immediately after the combination and IFF's
existing shareholders collectively owning approximately 44.6
percent of the issued and outstanding shares of IFF common stock on
a fully diluted basis (in each case, excluding any overlaps in the
pre-combination stockholder bases).
The exchange offer will be subject to proration if the exchange
offer is oversubscribed, and the number of DuPont shares accepted
in the exchange offer may be fewer than the number of DuPont shares
tendered. While proration is possible, DuPont does not expect
proration to occur.
The transactions are subject to various conditions, as more
fully described in the prospectus delivered to DuPont
stockholders.
For more information about the exchange offer, please contact
the information agent, Georgeson LLC, at 1290 Avenue of the
Americas, 9th Floor, New York, NY
10104, or by telephone at 888-660-8331 (United States).
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
transaction, N&B has filed a registration statement on Form
S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration
statement on Form S-4 containing a prospectus, dated December 31, 2020 (together, the "registration
statements"), and DuPont has filed a Schedule TO with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS, DUPONT'S SCHEDULE TO AND ANY AMENDMENTS OR SUPPLEMENTS
TO THESE FILINGS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT N&B, IFF AND DUPONT
AND THE PROPOSED TRANSACTION. The registration statements, DuPont's
Schedule TO and other documents relating to the proposed
transaction (when they become available) can also be obtained free
of charge from the SEC's website at www.sec.gov. These documents
and each of the companies' other filings with the SEC (when
available) can also be obtained free of charge, with respect to
DuPont and N&B, upon written request to Georgeson LLC, at 1290
Avenue of the Americas, 9th Floor, New
York, NY 10104, or by telephone at 888-660-8331, or, with
respect to IFF, upon written request to International Flavors &
Fragrances Inc. investor relations at 521 West 57th Street,
New York, New York 10019 or by
calling (212) 708-7164.
In addition, for any questions about the exchange offer
generally you may contact the information agent, Georgeson LLC, at
888-660-8331.
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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/dupont-launches-split-off-exchange-offer-for-its-nutrition-and-biosciences-business-and-announces-record-date-for-expected-clean-up-spin-off-in-connection-with-iff-transaction-301199781.html
SOURCE DuPont