Item 8.01 Other Events.
On December 15, 2019, DuPont de Nemours, Inc. ("DuPont") and International
Flavors and Fragrances Inc. ("IFF") issued a joint press release announcing the
execution of an Agreement and Plan of Merger, by and among DuPont, Nutrition &
Biosciences, Inc. ("N&Bco"), a wholly owned subsidiary of DuPont, IFF and
Neptune Merger Sub I Inc., a wholly owned subsidiary of IFF. A copy of the joint
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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 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.
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 N&Bco and IFF, which will immediately follow the proposed
separation of N&Bco from DuPont (the "proposed transaction"), N&Bco and IFF
intend to file relevant materials with the SEC, including a registration
statement on Form S-4 that will include a proxy statement/prospectus relating to
the proposed transaction. In addition, N&Bco expects to file a registration
statement in connection with its separation from DuPont. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&BCO AND THE
PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders
of IFF seeking approval of the proposed transaction. 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 at the following:
DuPont Contact Information
DuPont Investors: Media:
Lori Koch Dan Turner
Lori.d.koch@dupont.com Daniel.a.turner@dupont.com
+1 302-999-5631 +1 302-996-8372
IFF Contact Information
Michael DeVeau
Michael.DeVeau@iff.com
+1 212-708-1212
--------------------------------------------------------------------------------
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 and any other statements
regarding DuPont's, IFF's and N&Bco'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, approval
of IFF's shareholders, 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&Bco,
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&Bco 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&Bco, (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)) to be paid in connection with the separation prior to the closing of
the transactions could cause an adjustment to the exchange ratio, (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) risks relating to IFF's ongoing investigations into improper payments made
in Frutarom businesses principally operating in Russia and the Ukraine,
including expenses incurred with respect to the investigations, the cost of any
remedial measures or compliance programs arising out of the investigations,
legal proceedings or government investigations that may arise relating to the
subject of IFF's investigations, and the outcome of any such legal or government
investigations, such as the imposition of fines, penalties, orders, or
injunctions, (24) the impact of the failure to comply with U.S. or foreign
anti-corruption and anti-bribery laws and regulations, including with respect to
IFF's ongoing investigations into improper payments made in Frutarom businesses
principally operating in Russia and the Ukraine, (25) the impact of the outcome
of legal claims, regulatory investigations and litigation, including any that
may arise out of IFF's ongoing investigations into improper
2
--------------------------------------------------------------------------------
payments made in Frutarom businesses principally operating in Russia and the
Ukraine, (26) the ability of N&Bco or IFF to retain and hire key personnel,
(27) the risk that N&Bco, as a newly formed entity that currently has no credit
rating, will not have access to the capital markets on acceptable terms,
(28) the risk that N&Bco 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,
(29) the ability to obtain or consummate financing or refinancing related to the
transaction upon acceptable terms or at all, and (30) other risks to DuPont's,
N&Bco'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 which could result in a
significant operational event for DuPont, N&Bco or IFF, adversely impact demand
or production; ability to discover, develop and protect new technologies and to
protect and enforce DuPont's, N&Bco's or IFF's intellectual property rights;
unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, as well as management's
response to any of the aforementioned factors. These risks, as well as other
risks associated with the proposed merger, will be more fully discussed in the
registration statement and merger proxy on Form S-4 to be filed by IFF and the
registration statement on Form 10 to be filed by N&Bco. While the list of
factors presented here is, and the list of factors to be presented in any
registration statement filed 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 each of IFF's
and DuPont's Form 10-Q for the period ended September 30, 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 will be more fully discussed in any registration statement filed
with the SEC. While the list of factors presented here is, and the list of
factors that may be presented in a registration statement of IFF or N&Bco would
be, 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. 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&Bco's consolidated financial condition,
results of operations, credit rating or liquidity. None of IFF, DuPont nor N&Bco
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.
Participants in the Solicitation
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated December 15, 2019
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
4
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
DUPONT DE NEMOURS, INC. 
