Transaction Remains on Track to Close in First
Quarter of 2021
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201207005925/en/
IFF Michael DeVeau
Michael.DeVeau@iff.com +1 212-708-7164
DuPont Investors: Leland
Weaver Leland.weaver@dupont.com +1 302-999-2477
DuPont Media: Dan Turner
Daniel.a.turner@dupont.com +1 302-299-7628
International Flavors an... (NYSE:IFF)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
International Flavors an... (NYSE:IFF)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024