Regulatory News:
IFF (NYSE: IFF) (Euronext Paris: IFF) (TASE: IFF), a leading
innovator of taste, scent, and nutrition, announced today that the
previously communicated special meeting of shareholders 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”) has
been changed to a virtual-only meeting due to the continued public
health concerns over the COVID-19 outbreak and the health and
safety of its shareholders and employees. Accordingly, the special
meeting, to be held on Thursday, August 27, 2020 at 10:00 a.m.
Eastern Time, will be held only virtually on the Internet at
www.virtualshareholdermeeting.com/IFF2020SM. Shareholders will not
be able to attend the meeting or vote physically in person.
We have designed the format of the special meeting to provide
shareholders the same rights and opportunities to participate as
they would at an in-person meeting.
How to Participate in the Virtual Meeting
As described in the proxy materials for the special meeting,
which were filed with the U.S. Securities and Exchange Commission
on July 27, 2020 and mailed to IFF shareholders on or about July
28, 2020, shareholders of record as of the close of business on
July 13, 2020, are entitled to notice of and to vote at the special
meeting and any adjournments or postponements of the special
meeting. To attend and participate in the special meeting, such
shareholders will need to log in to
www.virtualshareholdermeeting.com/IFF2020SM by entering the voting
control number found on the proxy card or voting instruction form
previously distributed to them. If your shares are held for your
account in “street name” through a bank, broker or other nominee,
you should follow the instructions provided by your institution or
nominee to be able to participate in the special meeting. Once
admitted, shareholders may listen to the meeting, submit questions
and vote. The special meeting will begin promptly at 10:00 a.m.,
Eastern Time. We encourage shareholders to access the meeting prior
to the start time and allow ample time for check-in procedures.
Online check-in will begin at 9:45 a.m., Eastern Time.
Shareholders may vote their shares in advance of the special
meeting by submitting a proxy by mail or at www.proxyvote.com or by
calling the toll-free telephone number found on the proxy card or
voting instruction form (which were previously distributed). To
vote during the special meeting, shareholders must log in to
www.virtualshareholdermeeting.com/IFF2020SM by entering the voting
control number and following the instructions available on the
meeting website.
Instructions on how to attend, participate in and vote at the
virtual special meeting will be available at
www.virtualshareholdermeeting.com/IFF2020SM.
TASE Holders: To gain admittance to the special meeting, please
contact Gornitzky & Co., via fax at +972-3-560-6555, Attention:
Ari Fried, Adv., or by e-mail at: IFFproxy@gornitzky.com for
instructions. Shareholders who hold their shares through the TASE
will not have the ability to vote on the virtual platform and must
submit their vote via the instructions provided in this proxy
statement.
Whether or not shareholders plan to attend the virtual-only
special meeting, IFF urges shareholders to vote and submit their
proxies in advance of the meeting by one of the methods described
in the proxy materials.
How to Ask Questions
Shareholders of record may submit questions during the special
meeting. Please log into the meeting as a shareholder using your
voting control number (as described above) and follow the
instructions on the virtual meeting website.
Principles of Meeting Conduct
To facilitate the virtual meeting format, IFF has prepared rules
and procedures for participating in the special meeting and
submitting questions set forth in the Special Meeting of
Shareholders Principles of Meeting Conduct. These Principles of
Meeting Conduct will be made available prior to the special meeting
on the virtual meeting website.
All questions should comply with the posted Principles of
Meeting Conduct for the special meeting. IFF will answer as many
shareholder-submitted questions that comply with the Principles of
Meeting Conduct as time permits. Questions from multiple
shareholders on the same topic or that are otherwise related may be
grouped, summarized and answered together to provide a single
response and avoid repetition.
Technical Difficulties
A technical support line will be available on the virtual
meeting website beginning at 9:45 a.m. Eastern Time on August 27,
2020 through the conclusion of the special meeting. If you
encounter any technical difficulties during the check-in process or
during the meeting, please call the technical support number on the
meeting website for assistance.
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.
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. In addition, on
July 27, 2020, IFF filed a definitive proxy statement on Schedule
14A in connection with the proposed transaction. 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, THE DEFINITIVE PROXY STATEMENT, AND ANY SUPPLEMENTS, 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 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.
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.
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 and any supplements thereto. 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 other relevant materials to be filed
with the SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200813005685/en/
Michael DeVeau Head of Investor Relations and Communications
212.708.7164 Michael.DeVeau@iff.com