Item 2.02 Results of Operations and Financial Condition.
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of International Flavors & Fragrances Inc. ("IFF" or the "Company"), dated
May 11, 2020, reporting IFF's financial results for the quarter ended March 31,
2020.
A live webcast to discuss the Company's first quarter 2020 financial results
will be held on May 12, 2020, at 10:00 a.m. ET. The webcast and accompanying
slide presentation may be accessed on the Company's IR website at ir.iff.com.
For those unable to listen to the live webcast, a recorded version will be made
available on the Company's website approximately one hour after the event and
will remain available on IFF's website for one year.
Exhibit 99.1 is being furnished under Item 2.02 and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liability of such section, nor
shall such exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1993, as amended (the "Securities Act"), or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the previously announced combination of IFF and the Nutrition
& Biosciences business ("N&B") of DuPont de Nemours, Inc. ("DuPont"), IFF and
DuPont had announced that DuPont Executive Chairman and Chief Executive Officer,
Ed Breen, will join the board of the combined company as a DuPont designee
following the close of the transaction and will serve as Lead Independent
Director starting June 1, 2021.
On May 11, 2020, IFF and DuPont announced two additional DuPont director
designees for the combined company. Matthias Heinzel, N&B President, and Carol
A. (John) Davidson, a CPA with more than 30 years of leadership experience
across multiple industries, will be appointed to join the board of the combined
company following the close of the transaction.
IFF also announced on May 11, 2020 that the Executive Committee of the combined
company will include:
Andreas Fibig, Chairman and Chief Executive Officer
Mr. Fibig has served as IFF Chairman and Chief Executive Officer since 2014,
where he has overseen the organization's transformational strategy and
industry-leading sustainability efforts. He joined the IFF Board in 2011.
Rustom Jilla, Executive Vice President, Chief Financial Officer
Mr. Jilla has served as IFF's Executive Vice President and Chief Financial
Officer since January 2020 and brings deep experience in leading global
financial organizations. He has held Chief Financial Officer roles for several
public companies through his career.
Matthias Haeni, President, Taste, Food & Beverage
Mr. Haeni has led IFF's Flavors division since 2014, where he has overseen the
division's strategy and commercial and creative execution. He previously held
leadership roles for IFF's Flavors business in EAME and Greater Asia.
Amy Byrick, President, Taste, Food & Beverage
Ms. Byrick has served as Platform Leader, Food and Beverage for N&B since 2019,
where she has overseen the company's specialty food ingredients business. She
joined DuPont in 2017 as Global Business Unit Leader for DuPont Nutrition &
Health.
Nicolas Mirzayantz, President, Scent
Mr. Mirzayantz has served as lead of IFF's Fragrances business since 2006, where
he is responsible for driving the business' strategy and execution. Mr.
Mirzayantz joined IFF's Creative Center in Paris in 1988 and has held positions
of increased responsibility throughout his 30-year career with the company.
Simon Herriott, President, Health & Biosciences
Mr. Herriott has served as Platform Leader, Health & Biosciences for N&B since
2019. In a 16-year career with DuPont, he has driven top-line growth and
operational effectiveness through innovation and supply chain development.
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Angela Strzelecki, President, Pharma Solutions
Dr. Strzelecki has served as Platform Leader, Pharma Solutions for N&B since
2019. Over a nearly 30-year career at DuPont, she has held roles of increased
responsibility across the company's diverse business divisions.
Greg Yep, Executive Vice President, Global Integrated Solutions Officer
Dr. Yep has served as IFF's Executive Vice President, Chief Global Scientific &
Sustainability Officer since 2016, a role in which he guides the company's
commercially focused global R&D strategy and leads the company's global
sustainability efforts.
Greg Soutendijk, Senior Vice President, Commercial Excellence
Mr. Soutendijk has served as IFF's Head of Corporate Development since 2015 and
has played a key role in IFF's transformational strategy to move into integrated
solutions. He previously led the successful acquisition of Frutarom.
Angela Naef, Executive Vice President, Chief Research & Development Officer
Dr. Naef has led N&B's Global Technology & Innovation organization since 2015
and currently co-leads the joint Integration Management Office (IMO), overseeing
the broader vision and strategy for bringing IFF and the N&B business together.
She holds a Ph.D. in Physical Chemistry from University of California, Davis.
Susana Suarez Gonzalez, Executive Vice President, Chief Human Resources and
Diversity & Inclusion Officer
Dr. Suarez Gonzalez has served as Executive Vice President, Chief Human
Resources Officer at IFF since 2016, a role in which she is responsible for
IFF's Human Capital strategy. Since joining the organization, she has championed
the growth and development of IFF people aligning HR to IFF's business strategy
while launching a solid D&I platform.
Francisco Fortanet, Executive Vice President, Global Operations Officer
Mr. Fortanet has served as IFF's Executive Vice President, Operations since
2012, where he has broad-scale responsibilities for IFF's global operations,
ranging from procurement through manufacturing. He joined IFF in 1995.
Vic Verma, Executive Vice President, Chief Information Officer
Mr. Verma has served as IFF's Chief Information Officer since 2016. He is
responsible for delivering on the company's global information technology
strategy, the digital technology transformation program and overseeing
infrastructure, data, application delivery and end user services across the
enterprise.
Michael DeVeau, Senior Vice President, Chief Investor Relations & Communications
Officer
Mr. DeVeau has led IFF's Investor Relations and Communications groups, while
serving as Chief of Staff, since 2014. In these roles, he has built a robust
investor engagement and corporate communications program, while overseeing IFF's
reputation management efforts. Since joining the organization in 2009, Mr.
DeVeau has held several roles in communications, investor relations, finance and
corporate strategy.
Etienne Laurent, Senior Vice President, Finance & Corporate Strategy
Mr. Laurent has served as Divisional CFO for N&B since 2014, leading the
division's finance function, acquisition and integration processes, and
preparing for external reporting communication cycles. In his role with the
combined company, he will report to CFO Rustom Jilla for his financial planning
& analysis responsibilities and to Chairman and CEO Andreas Fibig for corporate
strategy matters.
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Jennifer Johnson, Executive Vice President, General Counsel
Dr. Johnson has led N&B's legal department since 2019 and has held various legal
leadership roles since she joined DuPont in 2013. She has driven critical
litigation wins, significant changes to N&B's patent strategy, and complex M&A
transactions. She holds a Ph.D. in Plant Biology from University of California,
Berkeley.
Anne Chwat, IFF's current Executive Vice President, General Counsel and
Corporate Secretary, has informed IFF of her desire to retire from IFF in early
2021. She has agreed to remain with IFF for a period following the consummation
of the transaction to work with Ms. Johnson to ensure a smooth integration and
transition. Her retirement will be treated as a qualifying event for purposes of
IFF's executive severance plan.
Item 7.01 Regulation FD Disclosure.
On May 11, 2020, IFF and DuPont issued a joint press release relating to the
previously announced merger between IFF and N&B, sharing the new guiding purpose
and vision, operating model and Executive Committee for the combined company.
The full text of the joint press release is furnished as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.2 is being furnished under Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of such section, nor shall such
exhibit be deemed incorporated by reference in any filing under the Securities
Act or the Exchange Act.
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.
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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. In connection with the proposed combination of 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"), IFF has filed a
registration statement on Form S-4 and N&B has filed a registration statement on
Form S-4/S-1 on May 7, 2020, each of which contains a prospectus. In addition,
on May 7, 2020, IFF filed a preliminary proxy statement on Schedule 14A in
connection with the proposed transaction. Each of IFF and N&B expects to file
amendments to these filings before they become effective. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, PROXY
STATEMENT, ANY AMENDMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
IFF, N&B 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 Securities and Exchange Commission's (the
"SEC") 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:
IFF Contact Information
Michael DeVeau
Michael.DeVeau@iff.com
+1 212-708-1212
DuPont Contact Information
DuPont Investors: Media:
Leland Weaver Dan Turner
Leland.Weaver@dupont.com Daniel.A.Turner@dupont.com
+1 302-999-2477 +1 302-299-7628
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 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
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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, 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&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
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
99.1 Press Release dated May 11, 2020 of International Flavors &
Fragrances Inc.
99.2 Press Release dated May 11, 2020 of International Flavors &
Fragrances Inc. and DuPont de Nemours, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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