Regulatory News:
IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), a leading
innovator of taste, scent, nutrition & ingredients, today
announced that it will hold a special meeting of its shareholders
(“Special Meeting”) on August 27, 2020 to consider and vote on the
issuance of shares of IFF common stock in connection with the
previously announced proposed merger of IFF and DuPont’s Nutrition
& Biosciences (N&B) business pursuant to a Reverse Morris
Trust transaction.
The Special Meeting will be held in person at 533 West 57th
Street, New York, NY, and virtually via webcast at
www.virtualshareholdermeeting.com/IFF2020SM, at 10:00 AM Eastern
Time. IFF shareholders of record as of the close of business on
July 13, 2020 will be entitled to receive notice of and to vote at
the Special Meeting. Instructions on how to attend, participate in
and vote at the Special Meeting are available in the definitive
proxy statement on Schedule 14A filed by IFF on July 27, 2020. In
light of concerns regarding the novel coronavirus disease,
COVID-19, and as part of our effort to maintain a safe and healthy
environment at the special meeting, IFF strongly encourages you to
vote your shares by proxy prior to the special meeting and, if you
plan to attend the special meeting, to do so virtually via the
Internet.
The transaction is subject to approval by IFF shareholders and
other customary closing conditions, including regulatory approvals.
Each of IFF and N&B filed a Pre-Merger Notification and Report
Form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (“HSR Act”) with the U.S. Federal Trade Commission and the
Antitrust Division of the U.S. Department of Justice on February 3,
2020. The waiting period under the HSR Act expired at 11:59 p.m.
(Eastern Time in the United States) on March 4, 2020. The parties
also previously filed the required notification forms with and have
received clearance with respect to the merger from each of the
Superintendence of Industry and Commerce in Colombia, the
Commission for the Protection of Competition in Serbia and the
Chinese State Administration for Market Regulation. As part of the
transaction, IFF’s largest shareholder, Winder Investments, has
agreed to vote in favor of the transaction. The parties continue to
target closing the deal in the first quarter of 2021.
Important Information for
Shareholders: 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 registration
statements before they become effective. In addition, on July 27,
2020, IFF filed a definitive proxy statement on Schedule 14A in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS,
PROXY STATEMENT, THE AMENDMENTS TO THESE FILINGS, AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B, MERGER SUB I,
MERGER SUB II AND THE PROPOSED TRANSACTION. A definitive proxy
statement has been filed and 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.
Participants in the Solicitation This communication is not a
solicitation of a proxy from any investor or security holder.
However, DuPont, IFF and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction
under the rules of the SEC. Information about the directors and
executive officers of DuPont may be found in its Annual Report on
Form 10-K filed with the SEC on February 14, 2020 and its
definitive proxy statement filed with the SEC on April 9, 2020.
Information about the directors and executive officers of IFF may
be found in its definitive proxy statement filed with the SEC on
March 24, 2020 and its definitive proxy statement relating to the
proposed transaction filed with the SEC on July 27, 2020. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the
registration statements, prospectuses and proxy statement and other
relevant materials to be filed with the SEC when they become
available.
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, 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 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.
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.
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Michael DeVeau Head of Investor Relations and Communications
212.708.7164 Michael.DeVeau@iff.com