Item 8.01. Other Events.
In connection with the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of
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.
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 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 N&Bco, a wholly owned subsidiary of DuPont, and IFF, which will
immediately follow the proposed separation of N&Bco from DuPont (the "proposed
transaction"), N&Bco, IFF, Merger Sub I and Merger Sub II intend to file
relevant materials with the
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 and any other
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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
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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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Voting Agreement, dated as ofDecember 15, 2019 , by and betweenDuPont de Nemours, Inc. andWinder Investment Pte. Ltd. 104 This cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 4
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