WILMINGTON, Del., Jan. 27,
2021 /PRNewswire/ -- DuPont (NYSE: DD) announced
today that the final exchange ratio for its exchange offer will be
0.7180 shares of common stock of Nutrition & Biosciences, Inc.
("N&B") for each share of DuPont common stock that is validly
tendered and not properly withdrawn and accepted for exchange. The
exchange offer is part of DuPont's previously announced Reverse
Morris Trust transaction with International Flavors &
Fragrances Inc. (NYSE: IFF) ("IFF").
Following the exchange offer and any pro rata distribution of
shares of N&B common stock to eligible DuPont stockholders,
N&B will merge with a subsidiary of IFF and become a
wholly-owned subsidiary of IFF, and each share of N&B common
stock will be converted into one share of IFF common stock. As a
result, DuPont stockholders who tender their shares of DuPont
common stock in the exchange offer will receive approximately
0.7180 shares of IFF common stock (subject to the receipt of cash
in lieu of fractional shares) for each share of DuPont common stock
accepted for exchange.
The final calculated per-share value of DuPont common stock and
the final calculated per-share value of N&B common stock, in
each case determined in the manner described in the Prospectus,
dated December 31, 2020 (the
"Prospectus"), and applying the discount described in the
Prospectus would have resulted, if the exchange offer did not
contain an upper limit, in an exchange ratio of more than the upper
limit of 0.7180. Accordingly, the upper limit is in effect, and the
final exchange ratio has been set at 0.7180 shares of N&B
common stock for each share of DuPont common stock accepted in the
exchange offer.
The exchange offer is scheduled to expire at one minute after
11:59 p.m., New York City time, on January 29, 2021, unless terminated or extended.
Accordingly, DuPont stockholders may tender or withdraw their
shares of DuPont common stock until that time by following the
procedures described in the Prospectus, the Letter of Transmittal
and the Exchange and Transmittal Information Booklet. The closing
of the merger is expected to occur promptly following the
consummation of the exchange offer. The transactions are subject to
customary closing conditions, as described in the Prospectus.
Based on the final exchange ratio, DuPont currently expects to
accept approximately 197.4 million shares of its common stock for
exchange if the exchange offer is fully subscribed and depending on
the number of IFF shares to be issued in the merger. If the
exchange offer is not fully subscribed, the number of shares
accepted by DuPont will be less than that amount. The exchange
offer will be subject to proration if it is oversubscribed, and the
number of shares accepted in the exchange offer may be fewer than
the number of shares tendered. If the exchange offer is consummated
but not fully subscribed, DuPont will distribute the remaining
shares of N&B common stock on a pro rata basis to eligible
DuPont stockholders in the clean-up spin-off. DuPont previously
announced that its Board of Directors has set a record date for the
clean-up spin-off as the close of business on January 29, 2021, which is subject to adjustment
in the event of any extension or termination of the exchange offer.
Any DuPont stockholder who validly tenders and whose shares of
DuPont common stock are accepted in the exchange offer, waives and
forfeits their rights with respect to such tendered shares of
DuPont common stock to receive shares of N&B common stock in
the clean-up spin-off.
For more information about the exchange offer, please visit
www.dupontexchangeoffer.com or contact the information agent,
Georgeson LLC, at 888-660-8331.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, SM or ® are owned by
affiliates of DuPont de Nemours, Inc. unless otherwise noted.
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.
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 about the
company, its businesses and solutions can be found at
www.dupont.com. Investors can access information included on the
Investor Relations section of the website at
investors.dupont.com.
Cautionary Notes 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, 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 and costs related
to the distribution of Corteva Inc. on June 1, 2019 (the
"Corteva Distribution") and the distribution of Dow Inc. on
April 1, 2019 (the "Dow Distribution" and together with the
Corteva Distribution the "Previous Distributions") including
indemnification of certain legacy liabilities of E. I. du Pont de
Nemours and Company ("Historical EID"), a subsidiary of Corteva, in
connection with the Corteva Distribution and potential liability
arising from fraudulent conveyance and similar laws in connection
with the Previous Distributions, (7) risks and costs related to the
performance under and impact of the cost sharing arrangement by and
between DuPont, Corteva, Inc. and The Chemours Company related to
future eligible PFAS liabilities, (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.
Additional Information About the Transaction 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
transaction, N&B has filed a registration statement on Form
S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration
statement on Form S-4 containing a prospectus, dated December 31, 2020 (together, the "registration
statements"), and DuPont has filed a Schedule TO with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS, DUPONT'S SCHEDULE TO AND ANY AMENDMENTS OR SUPPLEMENTS
TO THESE FILINGS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT N&B, IFF AND DUPONT
AND THE PROPOSED TRANSACTION. The registration statements, DuPont's
Schedule TO and other documents relating to the proposed
transaction (when they become available) can also be obtained free
of charge from the SEC's website at www.sec.gov. These documents
and each of the companies' other filings with the SEC (when
available) can also be obtained free of charge, with respect to
DuPont and N&B, upon written request to Georgeson LLC, at 1290
Avenue of the Americas, 9th Floor, New
York, NY 10104, or by telephone at 888-660-8331, or, with
respect to IFF, upon written request to International Flavors &
Fragrances Inc. investor relations at 521 West 57th Street,
New York, New York 10019 or by
calling (212) 708-7164.
In addition, for any questions about the exchange offer
generally you may contact the information agent, Georgeson LLC, at
888-660-8331.
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SOURCE DuPont