IFF to Complete Merger With DuPont’s Nutrition & Biosciences Business
IFF (NYSE: IFF) to complete the previously announced merger of IFF and DuPont’s Nutrition & Biosciences (“N&B”) business, pursuant to a Reverse Morris Trust transaction today. The combined company will continue to operate under the name IFF. Shares of the combined company’s common stock will trade on the New York Stock Exchange under the symbol “IFF.”
“We are thrilled to officially unite IFF and N&B, forging a leader in the global consumer goods and commercial products value chain that will redefine our industry and create a leading ingredients and solutions provider for our customers across a broad range of end-markets,” said Andreas Fibig, IFF Chairman and Chief Executive Officer. “Our organizations have deep histories of creativity, innovation excellence and a shared commitment to care for our communities. With our combined platform, IFF is an essential partner for our customers, uniquely positioning us to address our customers’ evolving needs, unlock long-term value creation and accelerate our pursuit of new, creative and integrated solutions. Through an unprecedented last 12 months, both the IFF and N&B teams have remained incredibly focused on executing our respective business plans and setting the foundation to bring this combination to life. I welcome our new N&B colleagues to the IFF family, and I look forward to working with Ed as we continue our integration efforts and focus on driving long-term, sustainable growth.”
“I’m extremely proud of what our teams have accomplished to complete the transaction on time despite a year of unprecedented challenges. Andreas and the combined management team have planned and prepared for this integration and are committed to delivering for all stakeholders,” said Ed Breen, DuPont Executive Chairman and Chief Executive Officer, who joins the IFF Board of Directors and will become Lead Independent Director effective at the 2021 annual meeting of shareholders. “As a global industry leader of highly valued consumer ingredients, the new IFF is well-positioned to deliver growth and to unlock long-term value for shareholders, customers and employees. I also want to salute our N&B colleagues for their contributions to DuPont and wish them success in the years ahead.”
A New Global Industry Leader
The combination of IFF and N&B creates a global leader in high-value ingredients and solutions for the Food & Beverage, Home & Personal Care and Health & Wellness markets, with estimated 2020 pro forma revenue of more than $11 billion and EBITDA of approximately $2.5 billion, excluding synergies. The complementary portfolios give the company leadership positions within the Taste, Texture, Scent, Nutrition, Enzymes, Cultures, Soy Proteins and Probiotics ingredient categories.
The combined company’s global reach and enhanced capabilities will enable the creation of innovative solutions to respond to customer demands and increasing consumer preferences for natural, healthier and “better for you” products.
With best-in-class R&D capabilities, a diverse portfolio of unique products and solutions and a unified team comprising exceptional talent from both organizations, the new IFF will be a customer-focused leader with an enhanced ability to deliver long-term value while upholding its commitment to safe, sustainable practices and products.
Under the terms of the transaction, which was previously announced on December 15, 2019 and received approval from IFF shareholders on August 27, 2020, the combination was executed through a Reverse Morris Trust transaction. As a result of the completion of the transaction, DuPont received a one-time $7.3 billion cash payment, subject to adjustment. Effective at transaction close, DuPont shareholders own 55.4% of the combined company and IFF’s shareholders own 44.6%. IFF continues its commitment to maintaining an investment grade rating.
Greenhill & Co. LLC and Morgan Stanley & Co. LLC served as IFF’s financial advisors and Cleary Gottlieb Steen & Hamilton LLP served as legal counsel. Credit Suisse Securities (USA) LLC and Evercore served as DuPont’s financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel.
Welcome to IFF
At IFF (NYSE: IFF), an industry leader in food, beverage,health, biosciences and sensorial experiences, science and creativity meet to create essential solutions for a better world – from global icons to unexpected innovations and experiences. With the beauty of art and the precision of science, we are an international collective of thinkers who partners with customers to bring scents, tastes, experiences, ingredients and solutions for products the world craves. Together, we will do more good for people and planet. Learn more at iff.com, Twitter , Facebook, Instagram, and LinkedIn.
Additional Information and Where to Find It
In connection with the combination of Nutrition & Biosciences, Inc. and IFF, IFF has filed a registration statement on Form S-4 containing a prospectus, dated December 31, 2020, and N&B has filed a registration statement on Form S-4/S-1 containing a prospectus, dated December 31, 2020 (together, the “registration statements”), and DuPont de Nemours, Inc. has filed a Schedule TO with the Securities and Exchange Commission (“SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, AND ANY SUPPLEMENTS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B AND THE TRANSACTION. Such documents 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. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the DuPont N&B transaction, the expected benefits and synergies of the transaction, future opportunities for the combined company and products, the benefits of the organizational and operating model of the combined company and any other statements regarding IFF’s and N&B’s future operations or financial or operating results. Factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements include, but are not limited to, the possibility that unforeseen liabilities could impact the value of the transaction, inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, the possibility that IFF may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the transaction within the expected time frames or at all or to successfully integrate Frutarom and N&B, the impact of COVID-19 or other public health issues on IFF’s business, operation and financial results, and other risk factors detailed from time to time in IFF’s reports filed with the SEC, including IFF’s annual report on Form 10-K for the year ended December 31, 2019 and IFF’s subsequent reports on Form 10-Q, Form 10-K and Form 8-K. Any other risks associated with the transaction are more fully discussed in the registration statements filed with the SEC. IFF does not assume 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.
Chief Investor Relations & Communications Officer
About Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Subscribe to releases from Business Wire
Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from Business Wire
The Estée Lauder Companies to Issue $600 Million of Senior Notes2.3.2021 01:28:00 CET | Press release
The Estée Lauder Companies Inc. (NYSE: EL) today announced the offering and pricing of $600 million aggregate principal amount of 1.950% Senior Notes due 2031. The offering was made pursuant to an effective registration statement filed by The Estée Lauder Companies Inc. with the Securities and Exchange Commission and effective as of May 21, 2018. The closing of the offering is expected to occur on or about March 4, 2021. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include funding a portion of the purchase price to increase its investment in DECIEM Beauty Group Inc., operating expenses, working capital, capital expenditures and redemption and repayment of short-term or long-term borrowings, including refinancing the 1.700% Senior Notes due May 10, 2021. Pending any specific application, the Company may initially invest funds in short-term marketable securities. BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs &
Lattice Expands mVision Solutions Stack Capabilities1.3.2021 22:00:00 CET | Press release
Lattice Semiconductor Corporation (NASDAQ: LSCC), the low power programmable leader, launched the latest version of its award-winning solutions stack for low power embedded vision systems, Lattice mVision™ 2.0. The new version features multiple updates that further accelerate the design of embedded vision applications for industrial, automotive, medical, and smart consumer systems. It includes support for popular new image sensors used in industrial and automotive systems and a new image signal processing IP core and reference design to help developers design smart vision applications at the Edge. The stack also includes support for the Lattice Propel™ design environment to simplify development of vision systems with an embedded RISC-V processor. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210301005142/en/ The Lattice mVision solutions stack is a comprehensive collection of modular hardware platforms, IP building blocks,
Lattice Sentry Solutions Stack 2.0 Enhances Cyber Resiliency with New Expanded Capabilities1.3.2021 22:00:00 CET | Press release
As the next step in its ongoing mission to deliver secure, cyber-resilient system control solutions, Lattice Semiconductor Corporation (NASDAQ: LSCC), the low power programmable leader, today announced the latest version of its solutions stack for secure system control, Lattice Sentry™ 2.0. The solutions stack enables next-generation hardware Root-of-Trust (HRoT) solutions compliant with NIST Platform Firmware Resiliency (PFR) Guidelines (NIST SP-800-193) and supporting 384-bit encryption. This new version of Lattice Sentry addresses the rapidly evolving security requirements of current and emerging server platforms by providing developers an efficient and secure way to quickly implement enhanced system and cryptographic applications. The stack supports firmware security for the communications, computing, industrial, automotive, and smart consumer markets. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210301005143/en/ The L
Verimatrix’s Lu Bolden To Speak on Latest Video Piracy Trends During SportsPro OTT Summit USA1.3.2021 17:45:00 CET | Press release
Regulatory News: Verimatrix, (Paris:VMX) (Euronext Paris: VMX), the leader in powering the modern connected world with people-centered security, today announced that Lu Bolden, Chief Revenue Officer, is scheduled to participate in a virtual panel discussion during this year’s SportsPro OTT Summit USA from 10:30 to 11:45 a.m. PST on Thursday, March 4. Titled, “Taking on Piracy in 2021,” the panel is moderated by Chris Kuelling, Executive Director of the International Broadcaster Coalition Against Piracy, and includes the following other speakers: Michele Gosetti, Head of Global Sales & Marketing, Eurovision Daniel Ghosh-Roy, Chief Digital Officer, Professional Fighters League The value of sports content remains strong, with broadcast revenue growing in emerging sectors such as niche sporting events and e-sports. But the industry is undergoing massive changes driven by new technologies and business models -- with some sectors under duress. Securing live sports revenue is critical to the
Deque Systems Launches axe DevTools Pro1.3.2021 17:00:00 CET | Press release
Deque Systems, the trusted leader in digital accessibility, announced today the availability of axe™ DevTools Pro. Built upon the wildly popular free axe browser extension, axe DevTools Pro is a huge step forward for digital equality, enabling dev teams to address accessibility at the source, using groundbreaking human and machine learning technology. Developers and novices alike can use axe DevTools Pro to run automated and Intelligent Guided Tests™ on their websites and applications, which directly address the core blockages preventing people with disabilities from enjoying all the web has to offer. Axe DevTools Pro can identify 76 to 84 percent of accessibility issues on a webpage, the industry’s broadest range of options for detecting and remediating accessibility problems. Over 19,000 developers and other users provided input to refine axe DevTools Pro during the 16-month beta period. Many of these suggestions have already been implemented. Axe DevTools Pro is available now at www
CMG Chief: 'Ancient Chinese Literature' TV Show Reveals Nation's Soul1.3.2021 16:05:00 CET | Press release
The new hit television show "Ancient Chinese Literature" has promoted traditional Chinese culture and did well in telling Chinese stories to the world, said Shen Haixiong, the president of China Media Group (CMG) on Monday. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210301005624/en/ The CMG production interprets ancient Chinese books and brings classics to life with short stage plays. The show premiered on February 12, the first day of the Chinese New Year, and has set record ratings in its category, becoming a hot topic on Chinese social media. "It's not out of our expectation," wrote Shen in an article titled "Why we created the program 'Ancient Chinese Literature'," which was published in the fifth issue of Qiushi, the flagship magazine of the Communist Party of China (CPC) Central Committee. Shen said that the profound Chinese culture has carried forward for 5,000 years and is still full of vitality, noting that the
Auth0 Names Jameeka Green Aaron as Chief Information Security Officer1.3.2021 15:00:00 CET | Press release
Auth0, the identity platform for application teams, today announced that Jameeka Green Aaron has joined the company as Chief Information Security Officer (CISO). Aaron brings more than 20 years of industry experience and will be responsible for the holistic security and compliance of Auth0’s platform, products, and corporate environment. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210301005173/en/ Jameeka Green Aaron joins Auth0 as CISO (Photo: Business Wire) Aaron is a recognized industry thought leader and has dedicated two decades to managing and improving information security systems at each of her previous positions, including Nike, Hurley, Lockheed Martin, and the U.S. Navy. She is also committed to advancing women and people of color in Science, Technology, Engineering, and Mathematics (STEM) fields and has participated in the U.S. State Department’s TechWomen program and the National Urban League of Young Professi