NEW YORK & WILMINGTON, Del.--(BUSINESS WIRE)--Regulatory News:
IFF (NYSE: IFF) (Euronext Paris: IFF) (TASE: IFF) and DuPont (NYSE: DD) today announced that the intended
combination of DuPont’s Nutrition & Biosciences (N&B) business with IFF has received unconditional
clearance from the European Commission. With receipt of this clearance, the intended combination has
received all required antitrust clearances and approvals that are a condition to the closing of the
transaction.
“We are pleased to have received our final antitrust clearance from the European Union (EU), allowing us to
proceed with our combination with DuPont N&B,” said IFF Chairman and CEO, Andreas Fibig. “Having already
secured the strong support of IFF’s shareholders and having made tremendous progress in our integration
planning efforts, today marks another great milestone that brings us one step closer to bringing this
industry-leading combination to life.”
“Both of our teams can be proud of the progress we have made during this challenging year,” said Ed Breen,
DuPont Executive Chairman and Chief Executive Officer. “I am confident that, together, the combined company
will be well-positioned for long-term sustainable growth.”
IFF and DuPont continue to expect to close the transaction in the first quarter of 2021.
Additional information about the proposed combination of IFF and N&B can be found at www.strongerinnovationtogether.com.
Welcome to 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 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 statements and 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.