IFF to Complete Merger With DuPont’s Diet & Biosciences Enterprise

George T. Taft

NEW YORK–(Small business WIRE)–IFF (NYSE: IFF) to complete the previously introduced merger of IFF and DuPont’s Diet & Biosciences (“N&B”) company, pursuant to a Reverse Morris Trust transaction nowadays. The merged company will keep on to function under the identify IFF. Shares of the combined company’s common stock will trade on the New York Inventory Trade below the image “IFF.”

“We are thrilled to formally unite IFF and N&B, forging a leader in the global customer items and industrial merchandise value chain that will redefine our field and make a primary components and answers provider for our prospects across a broad assortment of finish-markets,” reported Andreas Fibig, IFF Chairman and Chief Government Officer. “Our companies have deep histories of creativeness, innovation excellence and a shared dedication to treatment for our communities. With our merged system, IFF is an critical companion for our clients, uniquely positioning us to tackle our customers’ evolving demands, unlock extensive-expression worth generation and speed up our pursuit of new, resourceful and integrated options. By an unprecedented very last 12 months, the two the IFF and N&B groups have remained exceptionally centered on executing our respective enterprise strategies and environment the foundation to deliver this combination to lifestyle. I welcome our new N&B colleagues to the IFF household, and I glimpse ahead to operating with Ed as we carry on our integration initiatives and emphasis on driving prolonged-expression, sustainable development.”

“I’m particularly very pleased of what our teams have accomplished to full the transaction on time irrespective of a 12 months of unparalleled difficulties. Andreas and the mixed administration group have planned and geared up for this integration and are committed to offering for all stakeholders,” reported Ed Breen, DuPont Govt Chairman and Chief Government Officer, who joins the IFF Board of Directors and will grow to be Direct Impartial Director productive at the 2021 yearly meeting of shareholders. “As a global business chief of very valued customer components, the new IFF is effectively-positioned to provide expansion and to unlock long-time period worth for shareholders, shoppers and workforce. I also want to salute our N&B colleagues for their contributions to DuPont and wish them good results in the yrs forward.”

A New Worldwide Marketplace Leader

The combination of IFF and N&B creates a world leader in higher-benefit substances and options for the Food stuff & Beverage, Household & Personalized Care and Well being & Wellness markets, with approximated 2020 pro forma profits of much more than $11 billion and EBITDA of approximately $2.5 billion, excluding synergies. The complementary portfolios give the organization management positions in just the Style, Texture, Scent, Nutrition, Enzymes, Cultures, Soy Proteins and Probiotics component classes.

The put together company’s world-wide reach and improved capabilities will allow the creation of modern remedies to answer to customer demands and escalating customer choices for organic, more healthy and “better for you” solutions.

With most effective-in-course R&D abilities, a assorted portfolio of one of a kind merchandise and answers and a unified group comprising remarkable talent from both equally organizations, the new IFF will be a shopper-concentrated chief with an increased means to produce lengthy-expression value whilst upholding its commitment to safe and sound, sustainable practices and products and solutions.

Transaction Details

Beneath the terms of the transaction, which was earlier declared on December 15, 2019 and acquired acceptance from IFF shareholders on August 27, 2020, the mixture was executed by means of a Reverse Morris Trust transaction. As a final result of the completion of the transaction, DuPont gained a just one-time $7.3 billion hard cash payment, matter to adjustment. Effective at transaction near, DuPont shareholders have 55.4% of the merged corporation and IFF’s shareholders individual 44.6%. IFF continues its determination to sustaining an financial investment quality rating.

Greenhill & Co. LLC and Morgan Stanley & Co. LLC served as IFF’s economic advisors and Cleary Gottlieb Steen & Hamilton LLP served as authorized counsel. Credit rating Suisse Securities (United states) LLC and Evercore served as DuPont’s fiscal advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as lawful counsel.

Welcome to IFF

At IFF (NYSE: IFF), an sector chief in foodstuff, beverage, health, biosciences and sensorial experiences, science and creative imagination meet up with to develop important methods for a greater globe – from international icons to sudden innovations and ordeals. With the elegance of artwork and the precision of science, we are an worldwide collective of thinkers who companions with customers to carry scents, tastes, activities, components and answers for solutions the environment craves. Together, we will do extra very good for persons and world. Understand far more at iff.com, Twitter , Facebook, Instagram, and LinkedIn.

Supplemental Data and Wherever to Discover It

In relationship with the mix of Nourishment & Biosciences, Inc. and IFF, IFF has submitted a registration statement on Variety S-4 that contains a prospectus, dated December 31, 2020, and N&B has filed a registration statement on Form S-4/S-1 made up of a prospectus, dated December 31, 2020 (collectively, the “registration statements”), and DuPont de Nemours, Inc. has filed a Plan TO with the Securities and Trade Fee (“SEC”). Buyers AND Stability HOLDERS ARE URGED TO Go through THE REGISTRATION STATEMENTS, PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, AND ANY Supplements, AND ANY OTHER Suitable Documents WHEN THEY Come to be Accessible Because THEY WILL Incorporate Essential Details ABOUT IFF, N&B AND THE TRANSACTION. Such files can be attained no cost of charge from the SEC’s internet site at www.sec.gov. No cost copies of these paperwork, once offered, and each and every of the companies’ other filings with the SEC could also be obtained from the respective providers by making contact with the trader relations division of DuPont or IFF.

Cautionary Take note on Ahead-Seeking Statements

This conversation incorporates “forward-searching statements” within the meaning of the federal securities legal guidelines, such as Area 27A of the Securities Act, and Area 21E of the Securities Trade Act of 1934, as amended. Forward-searching statements by their character tackle issues that are, to distinctive levels, uncertain, these types of as statements about the DuPont N&B transaction, the predicted rewards and synergies of the transaction, foreseeable future alternatives for the mixed firm and items, the gains of the organizational and working model of the blended firm and any other statements pertaining to IFF’s and N&B’s upcoming functions or financial or working outcomes. Elements which could bring about true plans and final results to differ materially from these expressed or implied in ahead-wanting statements consist of, but are not constrained to, the likelihood that unexpected liabilities could effect the value of the transaction, inherent uncertainties concerned in the estimates and judgments applied in the planning of money statements and the supplying of estimates of money steps, the possibility that IFF may possibly be unable to achieve expected positive aspects, synergies and functioning efficiencies in link with the transaction within just the anticipated time frames or at all or to productively integrate Frutarom and N&B, the impression of COVID-19 or other general public wellbeing concerns on IFF’s company, operation and monetary results, and other hazard things in-depth from time to time in IFF’s stories submitted with the SEC, such as IFF’s annual report on Kind 10-K for the 12 months finished December 31, 2019 and IFF’s subsequent studies on Sort 10-Q, Type 10-K and Kind 8-K. Any other risks affiliated with the transaction are more fully talked over in the registration statements filed with the SEC. IFF does not presume any obligation to publicly deliver revisions or updates to any ahead-looking statements, whether or not as a result of new facts, long run developments or if not, need to instances adjust, apart from as normally expected by securities and other relevant legislation.

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