DuPont de Nemours, Inc SC TO-I, filed Dec 31, 2020
DuPont de Nemours, Inc. (DD)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DuPont de Nemours, Inc.
(Name of Subject Company (Issuer))
DuPont de Nemours, Inc.
(Name of Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
26614N102
(CUSIP Number of Class of Securities)
Erik T. Hoover
Senior Vice President & General Counsel
974 Centre Road, Building 730
Wilmington, Delaware 19805
(302) 774-3034
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
| Brandon Van Dyke Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735-3000 |
Christopher E. Austin Benet J. O’Reilly Kyle A. Harris Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 |
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $15,705,955,575(1) | $1,713,519.75(2) | |
| (1) | Estimated solely for calculating the filing fee, based on the average of the high and low prices (as reported on the New York Stock Exchange on December 29, 2020) of shares of common stock, par value $0.125 per share, of International Flavors & Fragrances Inc. (“IFF”) into which shares of common stock, par value $0.01 per share, of Nutrition & Biosciences, Inc. being offered in exchange for shares of common stock, par value $0.01 per share, of DuPont De Nemours, Inc., will be converted, and paid in connection with IFF’s Registration Statement on Form S-4 and Form S-1, which was initially filed on May 7, 2020 (Registration No. 333-238072) (the “IFF Form S-4/S-1”), calculated as set forth therein, relating to the transactions described in this Schedule TO. |
| (2) | The amount of the filing fee has been calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, in connection with the IFF Form S-4/S-1, as set forth therein. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $2,352,247.57 | Filing Party: International Flavors & Fragrances Inc. | |
| Form or Registration No.: Form S-4 (Registration No. 333-238072) | Date Filed: May 7, 2020 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by DuPont de Nemours, Inc. (“DuPont”). This Schedule TO relates to the offer by DuPont to exchange all shares of common stock, par value $0.01 per share (“N&B common stock”), of Nutrition & Biosciences, Inc. (“N&B”) for shares of common stock, par value $0.01 per share (“DuPont common stock”), of DuPont that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer (as defined below). Following the consummation of the Exchange Offer, the remaining shares, if any, of N&B common stock will be distributed in a clean-up spin-off on a pro rata basis to DuPont stockholders as of the applicable record date (“Clean-Up Spin-Off”). Immediately following the Exchange Offer and the Clean-Up Spin-Off, Neptune Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of IFF (“Merger Sub”), will be merged with and into N&B, whereby the separate corporate existence of Merger Sub will cease and N&B will continue as the surviving corporation and a wholly owned subsidiary of IFF (the “Merger”). In the Merger, each outstanding share of N&B common stock (except for shares of N&B common stock held by N&B as treasury stock or by DuPont, which will be automatically cancelled) will be automatically converted into the right to receive shares of common stock, par value $0.01 per share, of IFF (“IFF common stock”), upon the terms and subject to the conditions set forth in the Prospectus, dated December 31, 2020 (the “Prospectus”), the Letter of Transmittal and the Exchange and Transmittal Information Booklet, copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, N&B has filed with the Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 and Form S-1 (Registration No. 333-238089) (as amended, the “Registration Statement”) to register the shares of N&B common stock offered in exchange for shares of DuPont common stock tendered in the Exchange Offer and to be distributed in the Clean Up Spin-Off to the extent that the Exchange Offer is not fully subscribed. IFF has filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-238072) to register the shares of IFF common stock into which shares of N&B common stock will be converted in the Merger.
As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal, the Exchange and Transmittal Information Booklet and the Notice of Guaranteed Delivery for DuPont common stock, copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii), (a)(1)(iii) and (a)(1)(vi), respectively, is hereby expressly incorporated by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
Item 1. Summary Term Sheet.
Summary Term Sheet. The information set forth in the sections of the Prospectus entitled “Questions and Answers about The Exchange Offer and The Transactions” and “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the issuer is DuPont de Nemours, Inc. The principal executive offices of DuPont are located at 974 Centre Road, Building 730, Wilmington, Delaware 19805. Its telephone number at such office is (302) 774-3034. The information set forth in the section of the Prospectus entitled “Information on DuPont” is incorporated herein by reference.
(b) Securities. Shares of DuPont common stock, $0.01 par value, are the subject securities in the Exchange Offer. As of December 28, 2020, 734,161,318 shares of DuPont common stock were issued and outstanding. The information set forth in the sections of the Prospectus entitled “Comparison of Rights of Holders of DuPont Common Stock and IFF Common Stock—Authorized Capital Stock” and “The Exchange Offer—Terms of The Exchange Offer” is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the section of the Prospectus entitled “Historical Market Price Data and Dividend Information” is incorporated herein by reference.
The following table describes the per share range of high and low sales prices, as reported by the New York Stock Exchange, for shares of DuPont common stock for the quarterly periods indicated.
| Market Price for DuPont common stock |
||||||||
| High | Low | |||||||
| 2018 |
||||||||
| First Quarter |
$ | 109.67 | $ | 88.65 | ||||
| Second Quarter |
$ | 100.17 | $ | 87.18 | ||||
| Third Quarter |
$ | 102.34 | $ | 91.22 | ||||
| Fourth Quarter |
$ | 93.56 | $ | 69.56 | ||||
| 2019 |
||||||||
| First Quarter |
$ | 85.47 | $ | 72.32 | ||||
| Second Quarter1 |
$ | 83.72 | $ | 63.62 | ||||
| Market Price for DuPont common stock |
||||||||
| High | Low | |||||||
| Third Quarter |
$ | 77.03 | $ | 63.28 | ||||
| Fourth Quarter |
$ | 73.49 | $ | 61.63 | ||||
| 2020 |
||||||||
| First Quarter |
$ | 65.16 | $ | 28.33 | ||||
| Second Quarter |
$ | 58.67 | $ | 31.52 | ||||
| Third Quarter |
$ | 60.98 | $ | 50.75 | ||||
| Fourth Quarter (through December 30, 2020) |
$ | 71.48 | $ | 53.52 | ||||
| 1. | On April 1, 2019, DuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc. (“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock (the “Dow Distribution”). On June 1, 2019, DuPont completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Distribution”). Also on June 1, 2019, immediately following the Corteva Distribution, DuPont completed a 1-for-3 reverse stock split of DuPont’s outstanding common stock (the “Reverse Stock Split”) resulting in DuPont stockholders holding one share of DuPont common stock for every three shares held immediately prior to the Reverse Stock Split. Historical share prices of DuPont have been adjusted to reflect the impact of the Dow Distribution, the Corteva Distribution and the Reverse Stock Split. |
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The name of the filing person is DuPont de Nemours, Inc. The principal executive offices of DuPont are located at 974 Centre Road, Building 730, Wilmington, Delaware 19805. Its telephone number at such office is (302) 774-3034. DuPont is both the filing person and the subject company.
The address of each of the following directors and executive officers is c/o DuPont de Nemours, Inc., 974 Centre Road, Building 730, Wilmington, Delaware 19805, and each such person’s telephone number is (302) 774-3034: Amy G. Brady (Director), Edward D. Breen (Executive Chair and Chief Executive Officer), Ruby R. Chandy (Director), Franklin K. Clyburn, Jr. (Director), Terrence R. Curtin (Director), Alexander M. Cutler (Director), Eleuthere I. du Pont (Director), Rajiv L. Gupta (Director), Luther C. Kissam (Director), Frederick M. Lowery (Director), Raymond J. Milchovich (Director), Steven M. Sterin (Director), Matthias Heinzel (President, Nutrition & Biosciences), Erik Hoover (Senior Vice President and General Counsel), Jon Kemp (President, Electronics & Imaging), Lori Koch (Executive Vice President, Chief Financial Officer), Steven Larrabee (Senior Vice President, Chief Information Officer), Rose Lee (President, Safety & Construction), Christopher Raia (Vice President and Interim Chief Human Resources Officer), Raj Ratnakar (Senior Vice President and Chief Strategy Officer) and Randy Stone (President, Transportation & Industrial).
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer and the Transactions,” “Summary,” “The Exchange Offer,” “The Transactions,” “The Merger Agreement,” “The Separation Agreement,” “Debt Financing,” “Other Agreements,” “Comparison of Rights of Holders of DuPont Common Stock and IFF Common Stock” and “U.S. Federal Income Tax Consequences of the Transactions” and the cover page of the Prospectus is incorporated herein by reference.
(b) Purchases. The Exchange Offer is open to all holders of shares of DuPont common stock who validly tender and do not validly withdraw their shares of DuPont common stock in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of DuPont who is a holder of shares of DuPont common stock may participate in the Exchange Offer on the same terms and conditions as all other holders of shares of DuPont common stock.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the section of the Prospectus entitled “Security Ownership of DuPont Common Stock” is incorporated herein by reference. The information set forth in the sections entitled “Beneficial Ownership of Company Stock,” “Components of Executive Compensation and Benefits,” “Compensation Tables and Narratives” and “Benefits” in DuPont’s Definitive Proxy Statement filed with the SEC on April 9, 2020 is incorporated herein by reference. On December 29, 2020, DuPont filed a current report on Form 8-K, incorporated herein by reference, in connection with its entry into an employment agreement effective December 28, 2020, (the “Employment Agreement”) with Edward D. Breen, its Chief Executive Officer and Executive Chairman.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the sections of the Prospectus entitled “Summary,” “The Transactions—Background of the Transactions,” “The Transactions—IFF’s Reasons for the Transactions” and “The Transactions—DuPont’s Reasons for the Transactions” is incorporated herein by reference.
(b) Use of Securities Acquired. The shares of DuPont common stock that are tendered in the Exchange Offer will be held as treasury stock by DuPont unless and until retired or used for other purposes. The information set forth in the section of the Prospectus entitled “Questions and Answers About the Exchange Offer and the Transactions—Questions and Answers about the Exchange Offer—What will DuPont do with the shares of DuPont common stock that are tendered, and what is the impact of the Exchange Offer on DuPont’s share count?” is incorporated herein by reference.
(c) Plans. The information set forth in the sections of the Prospectus entitled “Questions and Answers About The Exchange Offer and the Transactions,” “Summary,” “Exchange Offer,” “The Transactions,” “The Merger Agreement,” “The Separation Agreement,” “Debt Financing,” “Other Agreements,” “Comparison of Rights of Holders of DuPont common stock and IFF common stock” and “Certain Relationships and Related Transactions” is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the sections of the Prospectus entitled “Summary,” “The Exchange Offer,” “The Transactions,” “The Merger Agreement,” “The Separation Agreement,” “Debt Financing” and “Other Agreements” is incorporated herein by reference.
(b) Conditions. The information set forth in the sections of the Prospectus entitled “Summary,” “The Exchange Offer,” “The Transactions,” “The Merger Agreement,” “The Separation Agreement,” “Debt Financing” and “Other Agreements” is incorporated herein by reference.
(d) Borrowed Funds. The information set forth in the section of the Prospectus entitled “Debt Financing” is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the section of the Prospectus entitled “Security Ownership of DuPont Common Stock” is incorporated herein by reference.
(b) Securities Transactions. Based on the information available to DuPont as of December 30, 2020, other than with respect to DuPont’s employee benefit plans, the following table sets forth the transactions in DuPont common stock by directors and executive officers of DuPont in the past 60 days:
| Name |
Date of Transaction |
Number and Type of Securities |
Price Per |
Type of | ||||
| Amy G. Brady |
Dec. 15, 2020 | Acquired 22.2370 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Edward D. Breen |
Dec. 15, 2020 | Acquired 419.5103 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Stock Accumulation and Deferred Compensation Plan for Directors and the DuPont Omnibus Incentive Plan | ||||
| Ruby R. Chandy |
Dec. 15, 2020 | Acquired 29.6629 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Frank K. Clyburn |
Dec. 15, 2020 | Acquired 25.4857 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Terrence Curtin |
Nov. 30, 2020 | Acquired 453.1841 shares of common stock |
$63.44 | Deferral of cash portion of quarterly installment of retainer to deferred stock unit account under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors | ||||
| Terrence Curtin |
Dec. 15, 2020 | Acquired 33.2584 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Stock Accumulation and Deferred Compensation Plan for Directors and the DuPont Omnibus Incentive Plan | ||||
| Alexander Cutler |
Nov. 30, 2020 | Acquired 729.0353 shares of common stock |
$63.44 | Deferral of cash portion of quarterly installment of retainer and additional fees to deferred stock unit account under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors | ||||
| Alexander Cutler |
Dec. 15, 2020 | Acquired 177.3046 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Stock Accumulation and Deferred Compensation Plan for Directors and the DuPont Omnibus Incentive Plan | ||||
| Eleuthère du Pont |
Dec. 15, 2020 | Acquired 112.0129 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Rajiv L. Gupta |
Dec. 15, 2020 | Acquired 28.8312 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Luke Kissam |
Dec. 15, 2020 | Acquired 29.6629 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan |
| Name |
Date of Transaction |
Number and Type of Securities |
Price Per |
Type of | ||||
| Fred Lowery |
Nov. 30, 2020 | Acquired 453.1841 shares of common stock |
$63.44 | Deferral of cash portion of quarterly installment of retainer to deferred stock unit account under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors | ||||
| Fred Lowery |
Dec. 15, 2020 | Acquired 37.1739 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Stock Accumulation and Deferred Compensation Plan for Directors and the DuPont Omnibus Incentive Plan | ||||
| Ray Milchovich |
Dec. 15, 2020 | Acquired 25.4857 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Steven Sterin |
Dec. 15, 2020 | Acquired 31.2463 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Erik Hoover |
Dec. 15, 2020 | Acquired 51.8510 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Lori Koch |
Dec. 15, 2020 | Acquired 49.0945 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Raj Ratnakar |
Dec. 15, 2020 | Acquired 83.3346 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Steve Larrabee |
Dec. 15, 2020 | Acquired 34.2240 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Matthias Heinzel |
Dec. 15, 2020 | Acquired 402.9681 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Jon Kemp |
Dec. 15, 2020 | Acquired 47.5251 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Rose Lee |
Dec. 15, 2020 | Acquired 69.6487 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan | ||||
| Randy Stone |
Dec. 15, 2020 | Acquired 69.6487 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan |
| Name |
Date of Transaction |
Number and Type of Securities |
Price Per |
Type of | ||||
| Christopher Raia |
Dec. 4, 2020 | Acquired 7,574 shares of common stock |
$66.02 | Award of restricted stock units pursuant to the DuPont Omnibus Incentive Plan | ||||
| Christopher Raia |
Dec. 15, 2020 | Acquired 11.4125 shares of common stock |
$68.03 | Crediting of stock units pursuant to dividend reinvestment feature of the DuPont Omnibus Incentive Plan |
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. None.
Item 10. Financial Statements.
(a) Financial Information. The audited financial statements of DuPont at December 31, 2019 and 2018 and for the three years ended December 31, 2019 are incorporated herein by reference to DuPont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The unaudited financial statements of DuPont at September 30, 2020 and for the nine months ended September 30, 2020 are incorporated herein by reference to DuPont’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020. The information set forth in the sections of the Prospectus entitled “Summary Historical Combined Financial Data of the N&B Business,” “Summary Historical Consolidated Financial Data of DuPont,” “Summary Historical Consolidated Financial Data of IFF,” “Summary Comparative Historical and Pro Forma Per Share Data,” “Comparative Historical and Pro Forma Per Share Data,” “Selected Historical Combined Financial Data of the N&B Business,” “Selected Historical Consolidated Financial Data of DuPont” and “Selected Historical Consolidated Financial Data of IFF” is incorporated herein by reference. This document incorporates by reference important business and financial information about DuPont from documents filed with the SEC that have not been included in or delivered with this document. This information is available at the website that the SEC maintains at www.sec.gov, as well as from other sources (see the section of the Prospectus entitled “Where You Can Find More Information; Incorporation by Reference”). You also may ask any questions about this Exchange Offer or request copies of the Exchange Offer documents from DuPont, without charge, upon written or oral request to DuPont’s information agent, Georgeson, located at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number (888) 660-8331. In order to receive timely delivery of the documents, you must make your requests no later than January 22, 2021.
(b) Pro Forma Information. The information set forth in the sections of the Prospectus entitled “Summary Unaudited Pro Forma Consolidated Financial Data of DuPont,” “Summary Unaudited Combined Pro Forma Financial Data of IFF and the N&B Business,” “Summary Comparative Historical and Pro Forma Per Share Data,” “Comparative Historical and Pro Forma Per Share Data,” “DuPont’s Unaudited Pro Forma Consolidated Financial Statements” and “Unaudited Condensed Combined Pro Forma Information of IFF and the N&B Business” is incorporated herein by reference.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings. None.
(c) Other Material Information. The information set forth in the Prospectus, the Letter of Transmittal and the Exchange and Transmittal Information Booklet is incorporated herein by reference.
Item 12. Exhibits.
| Exhibit |
Description | |
| (a)(1)(i) | Prospectus, dated December 31, 2020, incorporated by reference to the Registration Statement | |
| Exhibit |
Description | |
| (a)(1)(ii) | Form of Letter of Transmittal, incorporated by reference to Exhibit 99.1 to the Registration Statement | |
| (a)(1)(iii) | Form of Exchange and Transmittal Information Booklet, incorporated by reference to Exhibit 99.2 to the Registration Statement | |
| (a)(1)(iv) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.3 to the Registration Statement | |
| (a)(1)(v) | Form of Letter to Brokers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.4 to the Registration Statement | |
| (a)(1)(vi) | Form of Notice of Guaranteed Delivery for shares of DuPont common stock, incorporated by reference to Exhibit 99.5 to the Registration Statement | |
| (a)(1)(vii) | Form of Notice of Withdrawal of DuPont common stock, incorporated by reference to Exhibit 99.6 to the Registration Statement | |
| (a)(1)(viii) | Form of Notice to Participants in DuPont RSP | |
| (a)(1)(ix) | Form of Communication to Participants in UK Share Incentive Plan | |
| (a)(2) | None | |
| (a)(3) | None | |
| (a)(4) | Prospectus, dated December 31, 2020, incorporated by reference to the Registration Statement | |
| (a)(5)(i) | Press Release by DuPont, dated December 18, 2020, incorporated by reference to DuPont’s Form 425 filed with the SEC on December 18, 2020 | |
| (a)(5)(ii) | Press Release by DuPont, dated December 31, 2020 | |
| (b)(i) | Term Loan Credit Agreement, dated as of January 17, 2020, by and among Nutrition & Biosciences, Inc., as borrower, and Morgan Stanley Senior Funding Inc., as administrative agent, and the other lenders party thereto. incorporated by reference to Exhibit 10.5 to the Registration Statement | |
| (b)(ii) | Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, by and among Nutrition & Biosciences, Inc., as borrower, and Morgan Stanley Senior Funding Inc., as administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.6 to the Registration Statement | |
| (b)(iii) | Indenture, dated as of September 16, 2020, among Nutrition & Biosciences, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 10.7 to the Registration Statement | |
| (d)(i) | Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc., incorporated by reference to Exhibit 2.1 to DuPont’s Current Report on Form 8-K filed on December 18, 2019 | |
| Exhibit |
Description | |
| (d)(ii) | Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 2.2 to DuPont’s Current Report on Form 8-K filed on December 18, 2019 | |
| (d)(iii) | Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10.1 to DuPont’s Current Report on Form 8-K filed on December 18, 2019 | |
| (d)(iv) | Form of Tax Matters Agreement, to be entered into by and among DuPont, Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10.3 to the Registration Statement | |
| (d)(v) | Form of Intellectual Property Cross-License Agreement, to be entered into by an among DuPont and Nutrition & Biosciences, Inc., incorporated by reference to Exhibit 10.4 to the Registration Statement | |
| (g) | None | |
| (h) | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (incorporated by reference to Exhibit 8.1 to the Registration Statement) | |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DUPONT DE NEMOURS, INC. | ||
| By: | /s/ Lori D. Koch | |
| Name: Lori D. Koch | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Dated: December 31, 2020
Exhibit (a)(1)(viii)
IMMEDIATE ATTENTION REQUIRED
December 31, 2020
Re: Exchange Offer for Shares of Nutrition & Biosciences, Inc – RESPONSE DUE NO LATER THAN JANUARY 28, 2021, AT 3 PM, EASTERN STANDARD TIME
Dear Plan Participant:
You are receiving this letter because our records reflect that you are a participant in the DuPont Retirement Savings Plan (“DuPont RSP” or the “Plan”) and all or a portion of your Plan account is invested in DuPont de Nemours, Inc. (“DuPont”) common stock. The information in this letter applies if at any relevant time (as more fully described herein) you continue to hold DuPont common stock in your account under the DuPont RSP.
DuPont is offering to exchange all shares of Nutrition and Biosciences, Inc (“N&B”) common stock (“N&B common stock”) owned by DuPont for shares of common stock of DuPont (“DuPont common stock”) that are validly tendered and not properly withdrawn (the “Offer”). Following the consummation of the Offer, Neptune Merger Sub I Inc. (“Merger Sub I”), a Delaware corporation and wholly owned subsidiary of International Flavors & Fragrances, Inc. (“IFF”), will be merged with and into N&B, whereby the separate corporate existence of Merger Sub I will cease and N&B will continue as the surviving corporation and a wholly owned subsidiary of IFF (the “Merger”). In the Merger, each outstanding share of N&B common stock (except for shares of N&B common stock held by N&B as treasury stock or by DuPont, which will be automatically canceled) will be automatically converted into the right to receive a number of shares of common stock of IFF (“IFF Stock”) equal to the exchange ratio set forth in the Merger Agreement. The terms and conditions of this Offer are described in the Prospectus dated December 31, 2020 (the “Prospectus”), which is being provided to all DuPont stockholders. A copy of the Prospectus will be mailed to you, and it is also available at benefits.ml.com.
This letter provides important information about your rights under the Plan in connection with the Offer. As described in the Prospectus, the Offer gives DuPont stockholders the opportunity to exchange DuPont common stock for N&B common stock. To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the entire Prospectus.
If the Offer is consummated but is not fully subscribed, DuPont will distribute the remaining shares of N&B common stock on a pro rata basis to DuPont stockholders as of January 29, 2021 (the “clean-up spin-off”) unless the Offer is extended. Any DuPont stockholder who validly tenders (and does not properly withdraw) shares of DuPont common stock that are accepted for exchange in the Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of N&B common stock distributed in the clean-up spin-off. If the Offer is terminated by DuPont without the exchange of shares (but the conditions to consummation of the Transactions (as defined in the Prospectus) have otherwise been satisfied), DuPont intends to distribute all shares of N&B common stock owned by DuPont on a pro rata basis to DuPont stockholders in a spin-off. If certain conditions to consummate the Offer described in the Prospectus are not met, DuPont may (1) terminate the Offer and promptly return all tendered shares of DuPont common stock to tendering stockholders, (2) extend the Offer and, subject to the withdrawal rights described in the Prospectus, retain all tendered shares of DuPont common stock until the Offer, as so extended, expires, (3) amend the terms of the Offer or (4) waive or amend any unsatisfied condition and, subject to any requirement to extend the period of time during which the Offer is open, complete the Offer.
As described below, you have the right to instruct the trustee of the Plan, Bank of America, N.A. (“Bank of America” or the “Trustee”), whether or not to exchange shares of DuPont common stock attributable to your investment in DuPont common stock under the Plan.
In order to participate in the exchange offer described in the Prospectus and briefly summarized in this letter, you must visit Benefits OnLine® at benefits.ml.com or contact the Plan’s recordkeeper, Merrill, at (877) 337-5267, no later than 3:00 p.m., Eastern Standard time, on January 28, 2021, unless the Offer is extended by DuPont.
Please note, the due date of January 28, 2021 is earlier than the last day of the exchange offer period provided for in the Prospectus in order to allow sufficient time for tabulation of your instructions and tendering of the Plan’s shares. If the Offer is extended and if administratively feasible, the deadline for receipt of your direction will be 3:00 p.m., Eastern Standard time, on the first business day prior to the expiration of the Offer, as extended. Please visit Benefits OnLine at benefits.ml.com or contact Merrill to provide your directions even if you decide not to participate in the Offer described herein.
1
The calculation described in the Prospectus (including, if applicable, the application of the upper limit described therein) will determine the final number of shares of DuPont common stock to be exchanged for each share of N&B common stock through the Offer. DuPont intends to maintain or cause to be maintained a website at www.dupontexchangeoffer.com that will provide the daily volume-weighted average price of both Shares of DuPont common stock and IFF Stock and indicative exchange ratios for the Offer. Please note, the final exchange ratio may not be known until after your election to participate in the Offer with respect to shares held under the Plan is due. Therefore, you may not know the final exchange ratio when you make your decision whether or not to participate in the Offer.
The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for directing the Trustee regarding the Offer.
THIS LETTER ATTEMPTS TO BRIEFLY SUMMARIZE THE TERMS OF THE OFFER AND IS NOT INTENDED TO BE A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFER, WHICH ARE SET FORTH IN THE PROSPECTUS. YOU SHOULD READ THE PROSPECTUS, INCLUDING THE RISK FACTORS, BEFORE DECIDING WHETHER TO TENDER SOME, ALL OR NONE OF THE SHARES OF DUPONT COMMON STOCK ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN.
BACKGROUND
DuPont is offering to exchange all shares of N&B common stock that are owned by DuPont for shares of DuPont common stock that are validly tendered and not properly withdrawn upon the terms and subject to the conditions set forth in the Prospectus. Following the consummation of the Offer, in the Merger, Merger Sub I will be merged with and into N&B, whereby the separate corporate existence of Merger Sub I will cease and N&B will continue as the surviving corporation and a wholly owned subsidiary of IFF. In the Merger, each outstanding share of N&B common stock (except for shares of N&B common stock held by N&B as treasury stock or by DuPont, which will be automatically canceled) will be converted into the right to receive a number of shares of IFF Stock equal to the Merger Exchange Ratio (as defined in the Prospectus). DuPont intends to cause N&B to issue such number of shares of N&B common stock to DuPont prior to the consummation of the Offer such that the Merger Exchange Ratio will equal approximately one. As of December 21, 2020 the Plan held approximately 852,544 shares of DuPont common stock. Only Bank of America, as trustee of the Plan, can submit these shares of DuPont common stock for exchange in the Offer. Nonetheless, as a participant under the Plan, you have the right to direct Bank of America whether or not to submit for exchange some or all of the shares of DuPont common stock attributable to your individual account in the Plan. Unless otherwise required by law, Bank of America will submit for exchange in the Offer shares of DuPont common stock attributable to participant accounts in accordance with participant instructions, and Bank of America will not submit for exchange in the Offer shares of DuPont common stock attributable to participant accounts for which it does not receive timely or complete instructions. If you do not provide directions via Benefits OnLine or by telephone to the Merrill participant service center on a timely basis, you will be deemed to have elected not to participate in the Offer and no shares of DuPont common stock attributable to your Plan account will be submitted for exchange in the Offer.
Bank of America makes no recommendation regarding the Offer. EACH PARTICIPANT MUST DECIDE WHETHER OR NOT TO OFFER TO EXCHANGE SHARES OF DUPONT COMMON STOCK.
CONFIDENTIALITY
To assure the confidentiality of your decision, Bank of America and its respective affiliates or agents will tabulate participant directions. None of Bank of America or its respective affiliates or agents will make the results of your individual direction available to DuPont or IFF.
PROCEDURE FOR DIRECTING THE TRUSTEE
In order to instruct the Trustee to tender any portion of the shares of DuPont common stock held in your DuPont RSP account, you must visit Benefits OnLine at benefits.ml.com, log into your RSP account and go to the corporate action screen within the RSP located under the Investment menu bar. Alternatively, you may call Merrill at (877) 337-5267. You must make your election no later than 3:00 p.m., Eastern Standard time, on January 28, 2021. All participant instructions timely received by Bank of America will be combined and submitted by the Trustee on behalf of all DuPont RSP participants who timely instructed the Trustee to tender all or a portion of the shares of DuPont common stock held in their Plan accounts.
If you do not provide the Trustee any instructions for your shares of DuPont common stock held in the DuPont RSP with respect to the Offer, such inaction shall be deemed a decision not to tender shares of DuPont common stock in your Plan account.
If you hold shares of DuPont common stock outside of the DuPont RSP, you will receive a separate mailing with respect to your right to tender those shares, and you must comply with the instructions in that mailing if you wish to tender any or all of those shares.
2
Please note the following:
| (1) | If you do not visit Benefits OnLine or call (877) 337-5267 and provide instructions before 3:00 p.m. on January 28, 2021, your instruction will not be honored. The Offer will expire one minute after 11:59 p.m., New York City time, on January 29, 2021, unless the expiration date of the Offer is extended. Consequently, to allow time for processing, you must visit Benefits OnLine or call (877) 337-5267 and provide instructions before 3:00 p.m., Eastern Standard time, on January 28, 2021, unless the Offer is extended by DuPont. |
| (2) | You must specify the number of shares of DuPont common stock held in your DuPont RSP account you wish the Trustee to tender. Please be aware that if you do not provide the Trustee any instructions for your shares of DuPont common stock held in the DuPont RSP with respect to the Offer, such inaction shall be deemed a decision not to tender shares of DuPont common stock in your Plan account. |
| (3) | DuPont’s Board of Directors has approved the making of the Offer. However, none of DuPont, DuPont’s Board of Directors, the Trustee or any fiduciary of the Plan is making any recommendation whether you should instruct the Trustee to tender or refrain from tendering the shares of DuPont common stock in your account. You must make your own decision as to whether to instruct the Trustee to tender your shares of DuPont common stock and, if so, how many shares to tender. |
| (4) | Participants will not be obligated to pay any brokerage fees or commissions or solicitation fees in connection with the tender of shares of DuPont common stock held in their DuPont RSP accounts. Participants will not be obligated to pay any stock transfer taxes on the transfer of shares of DuPont common stock held in their DuPont RSP accounts pursuant to the Offer. |
| (5) | As more fully described in the Prospectus, tenders will be deemed irrevocable unless timely withdrawn. Consequently, if you instruct the Trustee to tender the shares of DuPont common stock held in your DuPont RSP account, and you subsequently decide to change or withdraw your instructions, you may do so by visiting Benefits OnLine at benefits.ml.com or by calling Merrill at (877) 337-5267 and providing instructions before 3:00 p.m., Eastern Standard time, on January 28, 2021. However, the new directions will be effective only if you provide instructions before 3:00 p.m., Eastern Standard time, on January 28, 2021, unless the Offer is extended. The Offer is scheduled to expire at one minute after 11:59 p.m., New York City time, on January 29, 2021. (6) Contributions to the DuPont RSP may continue throughout the Offer. FOR ADMINISTRATIVE PURPOSES, PARTICIPANTS |
WHO INSTRUCT THE TRUSTEE TO TENDER ALL OR A PORTION OF THE SHARES OF DUPONT COMMON STOCK IN THEIR ACCOUNTS WILL NOT BE ABLE TO DIRECT THE DISPOSITION OF THE TENDERED PORTION OF THE SHARES IN THEIR ACCOUNTS, OR REQUEST A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THOSE SHARES, AT ANY TIME AFTER THEY ARE TENDERED UNLESS AND UNTIL THE TENDER IS TIMELY WITHDRAWN.
PARTICIPANTS WHOSE DIRECTION TO TENDER IS ACCEPTED BY DUPONT WILL CONTINUE TO BE PROHIBITED FROM DIRECTING THE DISPOSITION OF THE TENDERED PORTION OF THE SHARES OF DUPONT COMMON STOCK IN THEIR ACCOUNTS, AND WILL BE PROHIBITED FROM REQUESTING A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THOSE SHARES, UNTIL THE DUPONT RSP RECEIVES THE PROCEEDS FROM THE TENDER OFFER AND COMPLETES THE TRANSFER OF THE TENDERED PORTION OF THE SHARES INTO THE TRUST FOR THE DUPONT RSP.
YOU SHOULD EVALUATE THE APPROPRIATENESS OF YOUR CURRENT INVESTMENT DECISIONS IN LIGHT OF THE FOREGOING LIMITATIONS.
PARTICIPANTS WHO INSTRUCT THE TRUSTEE TO SUBMIT A TENDER OFFER FOR ONLY A PORTION OF THE SHARES IN THEIR ACCOUNTS WILL ONLY BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE AS THEY RELATE TO THE TENDERED PORTION OF THOSE SHARES. PARTICIPANTS WHO DO NOT VISIT BENEFITS ONLINE AT BENEFITS.ML.COM OR CALL MERRILL AT (877) 337-5267 TO SUBMIT A DIRECTION FOR ANY PORTION OF THE SHARES IN THEIR ACCOUNTS WILL NOT BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE (UNLESS AND UNTIL THEY SUBSEQUENTLY TIMELY ELECT TO TENDER).
If you wish the Trustee to tender the shares of DuPont common stock in your account, you must visit Benefits OnLine at benefits.ml.com or call (877) 337-5267 before 3:00 p.m., Eastern Standard time, on January 28, 2021. As described in the Prospectus, DuPont has the right to extend the Offer. In the event of an announced extension, you may visit Benefits OnLine at benefits.ml.com or call Merrill at (877) 337-5267 to obtain information on any new Plan participant direction deadline.
After the deadline for providing directions to the Trustee, Bank of America and its affiliates or agents will complete the tabulation of all participant directions and Bank of America, as Trustee, will submit for exchange the appropriate number of shares of DuPont common stock on behalf of the Plan. Subject to the satisfaction of the conditions described in the Prospectus and the proration provisions of the Offer, DuPont will exchange all shares of DuPont common stock that are properly offered for exchange through the Offer. If there is an excess of shares of DuPont common stock offered for exchange by DuPont stockholders, such shares of DuPont common stock may be subject to proration, as described in the Prospectus. Any shares of DuPont common stock attributable to your account that are not exchanged in the Offer will remain allocated to your individual account under the Plan. Please note that the Odd Lot provisions of the Offer described in the Prospectus are not applicable to Plan participants.
3
As described in the Prospectus, if the Offer is consummated but is not fully subscribed, DuPont will distribute the remaining shares of N&B common stock owned by DuPont on a pro rata basis to DuPont stockholders whose shares of DuPont common stock remain outstanding after consummation of the Offer. These shares of N&B common stock would then be converted into shares of IFF Stock in the Merger. In that case, even if you were to elect to not participate in this Offer, following the closing of the Merger, it is possible your individual account under the Plan may be credited with shares of IFF Stock. If IFF Stock will be distributed to the Plan in this fashion, more information will be provided to you.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE OFFER PROCEEDS DIRECTLY. ALL PROCEEDS WILL BE CREDITED TO PARTICIPANTS’ ACCOUNTS AS DESCRIBED BELOW AND MAY BE DISTRIBUTED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
LIMITATIONS ON FOLLOWING YOUR DIRECTION
The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits the sale of shares of DuPont common stock for less than “adequate consideration,” which is defined by ERISA for a publicly traded security as the prevailing market price on a national securities exchange. “Adequate consideration” will be determined on or about the date the shares of DuPont common stock are to be tendered by the Trustee. On such date, if the prevailing or closing market price of shares of DuPont common stock on the New York Stock Exchange exceeds the value of the shares of IFF Stock to be received per DuPont share through the Offer and Merger, Bank of America will not be able to follow your direction to tender your shares of DuPont common stock.
TREATMENT OF IFF STOCK RECEIVED BY THE PLAN
For any shares of DuPont common stock in your Plan account that are tendered and accepted through the Offer, you will ultimately receive shares of IFF Stock in your Plan account upon the closing of the Merger. All of these proceeds will remain in the Plan and may be withdrawn or otherwise managed only in accordance with the terms of the Plan.
In the event of a clean-up spin-off, participants who hold shares of DuPont common stock will receive shares of IFF Stock in accordance with the clean-up spin-off.
IFF Stock distributed to participant accounts as a result of the Offer and Merger will be closed to new investments in the DuPont RSP. Participants who receive shares of IFF stock in the Plan may continue to hold those shares for a period of up to 12 months following the separation of N&B from DuPont. Additional investments in IFF common stock or transfers into IFF common stock will not be permitted in the DuPont RSP.
Plan participants who receive IFF common stock may transfer their IFF common stock assets to any other investment option(s) in the Plan at any time during the 12 months following the separation. The commission to sell IFF common stock in the Plan is four cents ($0.04) per share, the same price to buy and sell DuPont common stock.
After 12 months (expected to be the close of business on January 31, 2022), IFF common stock will no longer be currently offered as an investment in the RSP. If you take no action before then, any outstanding balance in IFF common stock will be transferred to another investment option in the plan, which will be communicated to you in advance at a later date.
SHARES OF DUPONT COMMON STOCK OUTSIDE THE PLANS
If you hold shares of DuPont common stock directly, you will receive, under separate cover, Offer materials which can be used to exchange such shares of DuPont common stock. Those Offer materials may not be used to direct Bank of America to exchange the shares of DuPont common stock attributable to your individual account under the Plan. The direction to exchange shares of DuPont common stock attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the procedures described in this letter may not be used to exchange non-Plan shares of DuPont common stock.
FURTHER INFORMATION
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 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.
4
In addition, for any questions about the offer generally, you may contact the information agent, Georgeson LLC, at (888) 660-8331.
If you require additional information concerning the procedure to offer for exchange shares of DuPont common stock attributable to your individual account under the Plan, please contact Merrill at (877) 337-5267. If you require additional information concerning the terms and conditions of the Offer, please call Georgeson LLC, the information agent for the Offer, at (888) 660-8331.
Sincerely,
Bank of America, N.A.
Merrill, its affiliates, and financial advisors do not provide legal, tax, or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions.
Merrill is a member of the Financial Industry Regulatory Authority (FINRA) and does not monitor or maintain any of the information available on the external websites mentioned.
DuPont™, the DuPont Oval Logo, and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.
Benefits OnLine is a registered trademark of Bank of America Corporation.
3362716 | 20203741-2 | 12/2020
Exhibit (a)(1)(ix)
DuPont de Nemours, Inc.’s Separation of the Nutrition & Biosciences business
and its Combination with International Flavors & Fragrances Inc.
IMMEDIATE ATTENTION REQUIRED
You are being contacted because you are a participant in a Du Pont UK Share Incentive Plan (“SIP”) or you hold shares in DuPont de Nemours, Inc. (“DuPont”) in the “DuPont Share Shop” (“Share Shop”) operated by Computershare Plan Managers (a trading name for Computershare Investor Services Plc (“Computershare”)).
You should read this document, including the Appendix (which sets out commonly asked questions and answers) before responding in the manner described below. An offer is being made to you in relation to the DuPont shares you hold in the SIP and/or Share Shop and you have a choice whether to accept this offer or not. You do not need to do anything if you don’t want to, but even if you do nothing, there may be tax or financial consequences for you, which you should ensure you understand and are comfortable with. You need to respond by 17:00 GMT on 20 January 2021 if you wish to accept the Offer described below.
If you only hold DuPont shares in the Share Shop, you should refer to the response to Question 16 (in the Appendix) and should disregard any information or commentary in this document pertaining to the SIP.
The information and commentary in this document relating to tax and the details of the transaction described herein has not been prepared by Computershare but by DuPont’s advisers (and provided to Computershare). Computershare takes no responsibility for the information and commentary in this document relating to tax and details of the transaction.
BACKGROUND
DuPont is offering to exchange all shares of Nutrition and Biosciences, Inc (“N&B”) common stock (“N&B common stock”) owned by DuPont for shares of common stock of DuPont (“DuPont common stock”) that are validly tendered and not properly withdrawn (the “Offer”). Following the consummation of the Offer, Neptune Merger Sub I Inc. (“Merger Sub I”), a Delaware corporation and wholly owned subsidiary of International Flavors & Fragrances Inc. (“IFF”), will be merged with and into N&B, whereby the separate corporate existence of Merger Sub I will cease and N&B will continue as the surviving corporation and a wholly owned subsidiary of IFF (the “Merger”) pursuant to an agreement relating to the Merger (the “Merger Agreement”). In the Merger, each outstanding share of N&B common stock (except for shares of N&B common stock held by N&B as treasury stock or by DuPont, which will be automatically canceled) will be automatically converted into the right to receive a number of shares of common stock of IFF (“IFF Stock”) equal to the exchange ratio set forth in the Merger Agreement. The terms and conditions of this Offer are described in the Prospectus dated December 31, 2020 (the “Prospectus”), which is available on the EquatePlus portal.
1
DuPont’s Board of Directors has approved the making of the Offer. However, none of DuPont, DuPont’s Board of Directors, Computershare or EES Trustees Limited (Computershare’s corporate trustee entity) is making any recommendation whether you should instruct Computershare to tender or refrain from tendering the shares of DuPont common stock in your SIP or Share Shop account. You must make your own decision as to whether to instruct Computershare to tender any shares of DuPont common stock and, if so, how many shares to tender.
In deciding whether to tender your shares of DuPont common stock in the Offer, you should carefully consider the matters described in the section of the Prospectus entitled “Risk Factors,” as well as other information included in the Prospectus and the other documents to which you have been referred. If any of these risks actually occur, IFF’s, the N&B Business’s or the combined company’s business, financial condition or results of operations would likely be materially and adversely affected.
TERMS
The key terms and conditions of the Offer are set out in the Prospectus under the section entitled “The Exchange Offer.”
Please note in particular that:
| • | You may elect to exchange all or any portion of the shares of DuPont common stock which are held by Computershare for you, but cannot exchange any shares of DuPont which are still within their “Holding Period” for the purposes of the SIP; |
| • | The Offer is subject to certain conditions; |
| • | As discussed below the Odd Lot provisions of the Offer described in the Prospectus are not applicable to participants in the SIP or to shares held in the DuPont Share Shop; and |
| • | Any shares of N&B common stock received will convert into the right to receive shares of IFF common stock in the Merger and therefore you will receive shares of IFF common stock. |
We further note that the Offer is designed to permit you to exchange shares of DuPont common stock for shares of N&B common stock at a price per share equal to a 7% discount to the per-share value of IFF common stock, calculated as set forth in the Prospectus. Stated another way, for each $100 of your DuPont common stock accepted in the Offer, you will receive approximately $107.53 of N&B common stock (which, again, will convert into shares of IFF common stock in the Merger). The value of the DuPont common stock will be based on the calculated per-share value for the DuPont common stock on the New York Stock Exchange (“NYSE”) and the value of the N&B common stock will be based on the calculated per-share value for IFF common stock on the NYSE , in each case determined by reference to the simple arithmetic average of the daily VWAP of DuPont common stock and IFF common stock on the NYSE on each of the Valuation Dates (as defined in the Prospectus). Please note, however, that:
| • | The number of shares you can receive is subject to an upper limit of 0.7180 shares of N&B common stock for each share of DuPont common stock accepted in the Offer. |
| • | The Offer does not provide for a minimum exchange ratio. See the section of the Prospectus entitled “The Exchange Offer—Terms of the Exchange Offer.” |
2
| • | If the number of shares of DuPont common stock that have been tendered and accepted results in fewer than all shares of N&B common stock being exchanged in the Exchange Offer, then such remaining shares of N&B common stock will be distributed pro rata to DuPont stockholders in the Clean-Up Spin-Off (described in the Prospectus). DuPont currently expects that a portion of the shares of N&B common stock will be distributed to DuPont stockholders in the Clean-Up Spin-Off, but is unable to predict how many. |
| • | Because the Offer is subject to proration in the event of oversubscription, DuPont may accept for exchange only a portion of the DuPont common stock which Computershare arranges to be tendered on your behalf. Any proration of the number of shares accepted in the Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration in the Prospectus. Please note that the provisions described under Tenders for Exchange by Holders of Fewer than 100 Shares of DuPont Common Stock” (the “Odd Lot Provisions”) are not applicable to participants in the SIP or to shares held in the DuPont Share Shop. While proration is possible, DuPont does not expect proration to occur because DuPont currently expects that the number of shares of DuPont common stock tendered in the Offer will result in fewer than all of the shares of N&B common stock being subscribed for, and that shares of N&B common stock will remain to be distributed following the completion of the Offer. |
THIS LETTER, INCLUDING THE APPENDIX, ATTEMPTS TO BRIEFLY SUMMARIZE THE TERMS OF THE OFFER AND IS NOT INTENDED TO BE A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFER, WHICH ARE SET FORTH IN THE PROSPECTUS. YOU SHOULD READ THE PROSPECTUS, INCLUDING THE RISK FACTORS, BEFORE DECIDING WHETHER TO TENDER SOME, ALL OR NONE OF THE SHARES OF DUPONT COMMON STOCK ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE SIP OR SHARE SHOP. THE PROSPECTUS ALSO CONTAINS IMPORTANT INFORMATION ABOUT DUPONT, N&B AND IFF.
PROCEDURES FOR TENDERING
In order to participate in the Offer described in the Prospectus and briefly summarized in this letter (described in this document as ‘tendering’ the shares), you will need to log on to your EquatePlus account so that you can complete your Direction Form by no later than 17:00 GMT on 20 January 2021. If you do not complete your Direction Form by that date, Computershare will not be able to process it, and you will be deemed not to have accepted the Offer.
Computershare will then collate all instructions and arrange for them to be remitted to DuPont’s exchange agent for the Offer by the deadline under the Offer, which is 23:59 New York City time on January 29, 2021.
Please note, the due date of 20 January 2021 is earlier than the last day of the offer period provided for in the Prospectus in order to allow sufficient time for tabulation of your instructions and tendering of the shares. Such date is also prior to the time at which the final exchange ratio is established, as described in the Prospectus. As a result, the exact exchange ratio at which your shares of DuPont Common Stock will be exchanged for
3
shares of N&B Common Stock will not be known at the time you make a decision. The means by which the exchange ratio will be calculated, and additional information on the exchange ratio (including a website where illustrative exchange ratios are presented), can be found in the Prospectus.
WITHDRAWAL
Tenders made through your Direction Form will be deemed irrevocable unless timely withdrawn prior to the date noted below. Consequently, if you instruct Computershare in your Direction Form to tender your shares of DuPont common stock, and you subsequently decide to change or withdraw your tender, you may do so on the EquatePlus portal provided you do so by 17:00 GMT on 20 January 2021.
Please note, the due date of 20 January 2021 is earlier than the last day of the offer period provided for in the Prospectus in order to allow sufficient time for tabulation of your instructions and tendering of the shares.
TAX
Please see the attached Appendix for comments on UK taxation.
The information and commentary in this document relating to tax has not been prepared by Computershare but by DuPont’s advisers. Computershare takes no responsibility for the information and commentary in this document relating to tax.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
You are urged to read this letter, including the Appendix, and the Prospectus in their entirety prior to making any decision.
Additional Information and Where to Find It
In connection with the proposed transaction, N&B has filed a registration statement on Form S-4/S-1 containing the Prospectus, dated December 31, 2020, IFF has filed a registration statement on Form S-4 containing the Prospectus, dated December 31, 2020 (together, the “registration statements”), and DuPont has filed a Schedule TO with the United States Securities and Exchange Commission (“SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE PROSPECTUS, 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, the Prospectus, DuPont’s Schedule TO and other documents relating to the proposed transaction (when they become available) can also be obtained free of charge on the SEC’s internet website at www.sec.gov. This website also contains reports, proxy and
4
prospectuses and other information regarding registrants, such as DuPont and IFF, that file electronically with the SEC. You can also find additional information about DuPont at www.dupont.com and about IFF at www.iff.com. DuPont’s and IFF’s website addresses are provided as an inactive textual reference only. Information contained on DuPont’s and IFF’s website are not incorporated by reference into this letter or the Prospectus, and you should not consider information contained on those websites as part of this letter or the Prospectus.
If you require additional information concerning the procedure to offer for exchange shares of DuPont common stock attributable to your individual account under the SIP or Share Shop please contact Computershare at the contact details set out in the Appendix. If you require additional information concerning the terms and conditions of the Offer, please contact Georgeson, the information agent for the Offer, at the address or number below. Please note that this may be charged as an international call.
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104, USA
+1-781-575-21371
If you are in any doubt as to the financial or tax consequences of the Offer you should consult an independent financial or tax advisor.
EXEMPTION FROM EU PROSPECTUS REGULATION
The Offer is being made by DuPont to participants and former participants under the SIP that are UK residents as part of an employee incentive programme, which facilitates and encourages employee share ownership for the purposes of recruitment, retention and reward, and alignment of the interest of participants with the interests of DuPont and its shareholders. The Offer is exempt from the obligation to publish a prospectus under Article 1(4)(i) of the EU Prospectus Regulation.
More information in relation to N&B, Inc can be found in the Prospectus in the section entitled “Information on the N&B Business”. Information in relation to IFF (including the share price) can be found at www.iff.com, and in the Prospectus in the section entitled “Information on IFF”. The reasons for the Offer are explained at the paragraph “Background” above, and the key terms and conditions of the Offer are set out in this document (see “Terms” above) and in the Prospectus in the section entitled “The Exchange Offer”. A summarised description of the rights attaching to the N&B shares is set out in the Prospectus in the section entitled “Description of N&B Common Stock” and a summarised description of the rights attaching to the IFF shares is set out in the Prospectus in the section entitled “Description of Capital Stock of IFF and the Combined Company”. Please also see “Comparison of Rights of Holders of DuPont Common Stock and IFF Common Stock” of the Prospectus.
| 1 | An international charging rate will apply to phone calls made to this number. You should check this rate with your telephone provider before calling. |
5
The Prospectus incorporates by reference important business and financial information about DuPont and IFF from documents filed with the SEC that have not been included in or delivered with the Prospectus. This information is available without charge at the website that the SEC maintains at www.sec.gov.
DuPont is offering all N&B shares in this offer, which is expected to be approximately 142 million shares of N&B common stock. The number of shares of N&B common stock available in the Offer will equal the number of shares issued by IFF in the Merger, as described further in the Prospectus.
SHARES OF DUPONT COMMON STOCK OUTSIDE THE SIP OR SHARE SHOP
Do not submit to Computershare under the procedures described above any instructions for shares you may hold outside of the SIP or Share Shop.
Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of DuPont, IFF or N&B has taken any action under non-U.S. regulations to facilitate a public offer to exchange the shares of DuPont common stock, IFF common stock or N&B common stock outside the United States. Accordingly, with respect to any shares of DuPont held outside the SIP or the Share Shop, or with respect to any shares held in the SIP or the Share Shop by a person that is not a UK resident, the ability of such person, if they are a non-U.S. person to tender shares of DuPont common stock in the Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Offer without the need for DuPont, IFF or N&B to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.
With respect to any shares held outside the SIP or Share Shop, or shares held in the SIP or the Share Shop by a person that is not a UK resident, such person, if they are a non-U.S. person, should consult their advisors in considering whether they may participate in the Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of DuPont common stock, IFF common stock or N&B common stock that may apply in their home countries. None of DuPont, IFF, N&B or Computershare can provide any assurance about whether such limitations may exist.
6
Appendix
This Appendix sets out a list of common questions and answers in relation to the impact of the Offer and Merger on DuPont shares held in the SIP or the Share Shop. It does not address any DuPont shares you may hold outside of the SIP or the Share Shop.
| These questions and answers are intended to provide general information and describe certain tax consequences for employees who are resident and domiciled in the UK. However, this Q&A should not be construed as giving personal tax or financial advice. If you are in any doubt as to the financial or tax consequences of the Offer or Merger or your holding/receipt of shares in DuPont, N&B or IFF, you should consult an independent financial or tax advisor.
If you have any queries not dealt with here, please contact Computershare using the contact details set out at the end of this Q&A. However, please note that neither Computershare nor any employee of DuPont or IFF will be able to give you tax or financial advice.
If you only hold DuPont shares in the Share Shop, you should refer to the response to Question 15 (in the Appendix) and disregard any information or commentary in this document pertaining to the SIP.
The information and commentary in this document relating to tax and the details of the transaction described herein has not been prepared by Computershare but by DuPont’s advisers (and provided to Computershare). Computershare takes no responsibility for the information and commentary in this document relating to tax and details of the transaction. |
General
| Q1 | What is the Offer and the Merger? |
| A1 | On 15 December 2019, DuPont, Nutrition & Biosciences, Inc. (N&B) and IFF entered into definitive agreements, pursuant to which and subject to the terms and conditions therein, (i) DuPont will transfer the Nutrition and Biosciences business (N&B Business) to N&B, (ii) N&B will make a cash distribution to DuPont equal to $7.306 billion, subject to certain adjustments, (iii) DuPont will distribute to its stockholders all of the issued and outstanding shares of N&B common stock, as described further below and (iv) Neptune Merger Sub I Inc., a wholly owned subsidiary of IFF, will merge with and into N&B, with N&B as the surviving corporation (Merger). As a result of the Merger, the existing shares of N&B common stock will be automatically converted into the right to receive a number of shares of IFF common stock. When the Merger is completed, holders of DuPont’s common stock that received shares of N&B common stock in the Distribution will own approximately 55.4% of the outstanding shares of IFF common stock on a fully diluted basis and existing holders of IFF common stock immediately prior to the Merger will own approximately 44.6% of the outstanding shares of IFF common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger stockholder bases. |
7
As described above, DuPont will distribute 100% of the shares of N&B common stock to DuPont stockholders. To effect this, DuPont is offering its stockholders the option to exchange their shares of DuPont common stock for shares of N&B common stock (which would be converted automatically into shares of IFF common stock in the Merger) on the terms and conditions of the offer as set forth in the Prospectus (Offer).
If the Offer is not fully subscribed because the number of shares of DuPont common stock tendered results in fewer than all of the shares of N&B common stock being distributed, then DuPont will conduct a “clean-up spin-off” (Clean-Up Spin-Off). In the Clean-Up Spin-Off, DuPont would distribute the remaining shares of N&B common stock on a pro rata basis to DuPont stockholders as of the record date, other than in respect of any shares tendered and accepted in the offer. The DuPont stockholders would receive a pro rata number of shares of N&B common stock (i.e. a dividend – this type of dividend is called a “dividend in specie”).
As noted in the letter, DuPont currently expects that the Clean-Up Spin-Off will be necessary and will therefore occur following the Offer. In the Offer, any DuPont stockholder who validly tenders (and does not properly withdraw) shares of DuPont common stock for shares of N&B common stock and whose shares are accepted in the Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of N&B common stock distributed on a pro rata basis to DuPont stockholders in the Clean-Up Spin-Off.
No trading market currently exists for N&B common stock. You will not be able to trade shares of N&B common stock before they are converted into shares of IFF common stock in the Merger.
The conditions to the Merger are described in further detail in the Prospectus.
| Q2 | Why am I receiving this documentation? |
| A2 | You are a participant in the SIP or hold shares in the Share Shop. You are therefore a shareholder in DuPont. Your shares are held for you by Computershare’s corporate trustee entity, EES Trustees Limited. Computershare has been appointed by DuPont UK for this purpose. |
As a shareholder in DuPont, you will be treated in the same way as all other DuPont shareholders and will participate in the Offer and Merger as described in these Q&As.
DuPont will offer you the ability to exchange all or a portion of your shares of DuPont common stock for shares of N&B common stock, which N&B common stock will be immediately converted into the right to receive shares of IFF common stock in the Merger. You can accept the Offer if you wish, in respect of any “Partnership Shares” that you have acquired, and any “Matching Shares” or “Dividend Shares” that are no longer within their Holding Period. If you are in any doubt as to how many shares this is, you can check your EquatePlus account.
You will not have to accept the Offer if you do not wish to do so. However, as mentioned above, if not all the N&B shares are exchanged and you still hold DuPont shares, you will receive a number of N&B shares in any event in the Clean-Up Spin-Off.
8
Any N&B shares that you receive will automatically convert into the right to receive IFF shares. IFF shares are traded on the NYSE.
| Q3 | What does this mean for me? |
| A3 | Although you are a shareholder in DuPont, if you are a participant in the SIP, you are in a slightly different position from other shareholders. |
In the remainder of these Q&As, we have described what actions you may need to take, if any, how you will hold any IFF shares you receive and how this interacts with the SIP. You will recall that the SIP is a UK HM Government sponsored tax efficient structure. We have explained below how the Offer and Merger may affect the tax outcome you may have been expecting in relation to your DuPont shares which are currently held in the SIP but you are responsible for obtaining your own personal tax advice.
| Q4 | What actions do I need to take and when? |
| A4 | In order to participate in the Offer in respect of your SIP Shares or your Share Shop Shares, you will need to complete the Direction Form on the EquatePlus portal so that it is received by no later than 17:00 GMT on 20 January 2021. |
If you do not complete your Direction Form by that date, Computershare will not be able to process it, and you will be deemed not to have accepted the Offer.
Tenders made through your Direction Form will be deemed irrevocable unless timely withdrawn prior to the date noted below. Consequently, if you instruct Computershare in your Direction Form to tender your SIP Shares or your Share Shop Shares, and you subsequently decide to change or withdraw your tender, you may do so on the EquatePlus portal provided you do so by 17:00 GMT on 20 January 2021.
Please note, the due date of 20 January 2021 is earlier than the last day of the offer period provided for in the Prospectus in order to allow sufficient time for tabulation of your instructions and tendering of the shares. Such date is also prior to the time at which the final exchange ratio is established, as described in the Prospectus. As a result, the exact exchange ratio at which your shares of DuPont Common Stock will be exchanged for shares of N&B Common Stock will not be known at the time you make a decision. The means by which the exchange ratio will be calculated, and additional information on the exchange ratio (including a website where illustrative exchange ratios are presented), can be found in the Prospectus.
Computershare will collate all instructions and arrange for them to be remitted them to DuPont by the deadline under the Offer, which is one minute after 23:59 New York City time on January 29, 2021.
You are strongly encouraged to complete all documentation as soon as possible, if you wish to participate.
9
| Q5 | Do I have a choice about whether to receive N&B shares / IFF shares? |
| A5 | You have a choice as to whether to participate in the Offer. You may tender all, some or none of your shares of DuPont common stock in the Offer. However, you cannot accept the Offer in respect of any “Matching Shares” or “Dividend Shares” that are still within their “Holding Period” under the SIP. If you are in any doubt as to how many shares this is, you can check your EquatePlus account. |
If you participate in the Offer, you will receive N&B shares.
If you choose not to participate in the Offer, you will still likely receive N&B shares automatically in the Clean-Up Spin-Off because DuPont currently expects the Clean-Up Spin-Off will be necessary to complete the distribution of all shares of N&B common stock. DuPont is unable to predict the number of N&B shares that will be distributed in the Clean-Up Spin-Off as this will depend on the number of DuPont shares tendered by DuPont stockholders in the Offer and the final exchange ratio. DuPont is therefore unable to predict, and cannot guarantee, how many N&B shares will be distributed in the Clean-Up Spin-Off and how many N&B shares would be received per DuPont share in the Clean-Up Spin-Off.
Either way, if you receive N&B shares, they will automatically convert into the right to receive IFF shares as part of the Merger, and you will then receive IFF shares.
| Q6 | How many N&B shares / IFF shares will I receive? |
| A6 | The Offer is designed to permit you to exchange your shares of DuPont common stock for shares of N&B common stock at a price per share equal to a 7% discount to the per-share value of IFF common stock, calculated as set forth in the Prospectus. Stated another way, for each $100 of your DuPont common stock accepted in the Exchange Offer, you will receive approximately $107.53 of N&B common stock. The value of the DuPont common stock will be based on the calculated per-share value for the DuPont common stock on the NYSE and the value of the N&B common stock will be based on the calculated per-share value for IFF common stock on the NYSE, in each case determined by reference to the simple arithmetic average of the daily VWAP of DuPont common stock and IFF common stock on the NYSE on each of the Valuation Dates (as defined in the Prospectus). |
10
The exchange ratio for the Offer is described further in the Prospectus. You are encouraged to read the Prospectus in full. If you have questions about the terms of the Offer, you can reach out to the Information Agent at:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104, USA
+1-781-575-21372
With respect to the Clean-Up Spin-Off, DuPont is unable to predict the number of shares of N&B common stock that will be distributed in the Clean-Up Spin-Off as this will depend on the number of shares of DuPont common stock tendered by DuPont stockholders in the Offer and the final exchange ratio. DuPont is therefore unable to predict, and cannot guarantee, how many shares of N&B common stock will be distributed in the Clean-Up Spin-Off and how many shares of N&B common stock would be received per share of DuPont common stock in the Clean-Up Spin-Off. Holders of DuPont common stock that do not tender any shares of DuPont common stock in the Offer will only receive such number of shares of N&B common stock (and, following the Merger, shares of IFF common stock in respect thereof) that are remaining after the completion of the Exchange Offer and distributed on a pro rata basis.
| Q7 | Do I have to pay anything? |
| A7 | If you elect to participate in the Offer, you will give up however many shares of DuPont common stock you tender in order to receive shares of N&B common stock (which will convert into the right to receive shares of IFF common stock). If you participate in a SIP, the shares that you give up will be removed from the SIP. |
If the expected Clean-Up Spin-Off takes place, you will receive shares of N&B common stock automatically and without any action by you.
Shares of N&B common stock will convert into the right to receive shares of IFF common stock, and holders of N&B common stock will be entitled to receive such shares, without any payment by them.
However, if you receive shares of N&B common stock under either the Offer or any Clean-Up Spin-Off, there will be tax consequences for you (described further herein).
| Q8 | Will the number of my DuPont Shares be reduced? |
| A8 | As described above, if you participate in the Offer, you will be giving up some of your DuPont shares in exchange for the N&B shares. Following this step, you will therefore have fewer DuPont shares. The choice of whether to give up any of your DuPont shares is entirely up to you. There is no obligation to participate in the Offer. |
| 2 | An international charging rate will apply to phone calls made to this number. You should check this rate with your telephone provider before calling. |
11
| Q9 | What do I do if I want to retain all of my shares of DuPont common stock? |
| A9 | If you want to retain all of your shares of DuPont common stock, you do not need to take any action. |
| Q10 | Can I choose to receive cash instead? |
| A10 | No. |
| Q 11 | Are there possible adverse effects on the value of IFF common stock ultimately to be received by DuPont stockholders who participate in the Offer? |
| A 11 | In deciding whether to tender your shares of DuPont common stock in the Offer, you should carefully consider the matters described in the section of the Prospectus entitled “Risk Factors,” as well as other information included in the Prospectus and the other documents to which you have been referred. |
Future participation in the SIP following the Merger
| Q12 | I participate in a SIP, is my participation affected by the Merger? |
| A12 | This depends on which SIP you participate in (this is largely a consequence of who you are employed by) and whether you continue to be employed by the DuPont group after the Merger. |
DuPont (U.K.) Limited, EKC Technology Limited or Specialty Electronic Materials UK Limited SIPs
If you remain employed by DuPont after the Merger, your participation in these SIPs is unaffected. You may continue purchasing partnership shares through payroll in the same way that you do currently and you will be entitled to receive matching shares. Your DuPont shares will still be held by Computershare, as administrator of the SIP.
If you hold shares acquired under one of these SIPs but are now employed by a company that will become a subsidiary of IFF as a result of the Merger, you will be treated in the same way as other leavers from the SIP in accordance with the rules of the SIP. These rules are imposed by the legislation which applies to a SIP.
You will be required to remove your DuPont shares from the SIP, and Computershare will send you a form to complete and return. You will have three choices. You can either:
| • | sell your DuPont shares |
| • | transfer your DuPont shares into the DuPont Share Shop, |
| • | or hold them directly as part of your personal investment strategy. |
12
If you do not return your instructions to Computershare within 30 days of the Merger, your DuPont shares will be removed from the SIP and will be placed into the DuPont Share Shop. Given the circumstances under which you will cease employment with DuPont, you will not be subject to income tax when your DuPont shares are withdrawn from the SIP. For the tax consequences of the Merger generally see below.
Danisco (UK) Limited, DuPont Nutrition Manufacturing UK Limited, or Solae (UK) Limited SIPs
If you are a participant in these SIPs, your employer will cease to be part of the DuPont group and will become a subsidiary of IFF as a result of the Merger. You will not be a “leaver” for the purposes of these SIPs until you cease to be employed by the IFF group. However, these SIPs will be closed with effect from the date of the Merger (i.e. 1 February 2021) so you will not be able to buy partnership shares or receive matching shares after the date of the Merger.
The DuPont shares that you hold in the SIP will remain in the SIP until such time as they can be withdrawn without any tax consequences for you – at that point Computershare will withdraw the shares and will be in touch at the relevant time to discuss this. The timing will depend on how long you have held the shares in the SIP.
You can of course withdraw your DuPont shares from the SIP at any time (although there may be tax consequences). Furthermore, you will have to withdraw your DuPont shares from the SIP if you cease employment with your employer / the IFF group.
In summary, your participation in the SIPs will be frozen and you will not be able to acquire any further shares, but your existing shares will not be affected.
Holding N&B Shares / IFF Shares
| Q13 | Can I hold my IFF Shares in the SIP? |
| A13 | No, only DuPont shares can be held in the SIP. This is as a result of the legislation governing the SIP, which cannot be changed. Computershare will transfer your IFF Shares to a new Share Shop established solely for the purposes of holding IFF Shares (DuPont IFF Share Shop) which is being put in place on a temporary basis. You will be able to see your IFF Shares in the EquatePlus portal. |
| Q14 | How can I hold my IFF Shares? |
| A14 | Computershare will transfer your IFF Shares to a new Share Shop established solely for the purposes of holding IFF Shares (DuPont IFF Share Shop) which is being put in place on a temporary basis. |
You will be able to see your IFF Shares in the EquatePlus portal
13
| Q15 | Can I sell my IFF Shares? |
| A15 | Yes, your IFF shares will be listed on the NYSE so can be freely traded. |
As noted above, DuPont will facilitate a temporary broker arrangement, called the DuPont IFF Share Shop (which is similar to the DuPont Share Shop) into which your IFF shares will be transferred. This is intended to make it easier for you to hold or sell your IFF shares in order to fund the tax charges that will arise as a consequence of receiving IFF shares in the Merger (see below). The facility will be temporary, most likely terminating at the end of 2021, and there may be a cost to you of transferring any IFF shares out of this broker facility and into your own name if you have not sold all of the IFF shares held in there by when the facility closes. Further details of the temporary facility will be provided to you in due course.
DuPont Share Shop
| Q16 | I no longer participate in the SIP, but hold my DuPont Shares in the DuPont Share Shop. Is my participation affected by the Offer and Merger? |
| A16 | You are a shareholder in DuPont so you may participate in the same way as other DuPont shareholders. The commentary set out in these Q&As other than any information which relates specifically to the SIP or tax issues relating to the SIP will apply equally to you. |
You can continue to hold your DuPont shares in the DuPont Share Shop following the Merger.
| Q17 | Can I hold my IFF Shares through the DuPont Share Shop? |
| A17 | No, only DuPont shares can be held in the DuPont Share Shop. This is as a result of the rules of the DuPont Share Shop, which cannot be changed. Computershare will transfer your IFF Shares to the new DuPont IFF Share Shop, as described above in A13. You will be able to see your IFF Shares in the EquatePlus portal. |
14
Taxation
| The following summary is based on current UK law and published guidance and is not tailored to address your personal circumstances. It assumes you are tax resident in the UK and have been since you began participating in the SIP. The following summary discusses only UK tax implications and does not address tax implications for any other jurisdictions. DuPont does not provide tax advice and it is recommended that you take independent advice on the tax implications of the Offer and Merger for you.
The information in this section is correct as at December 2021. Tax rates can and do change from time to time.
The information and commentary in this document relating to tax has not been prepared by Computershare but by DuPont’s advisers. Computershare takes no responsibility for the information and commentary in this document relating to tax. |
This summary sets out the UK tax implications for the shares held in the SIP of the Offer and Merger. If there were no Offer or Merger, you would not pay any tax while your shares remain in the SIP.
Offer
If you participate in the Offer, tender your DuPont shares, have your DuPont shares accepted, and receive N&B shares in exchange therefore, you will be treated as if you had sold the DuPont shares that you exchange for an amount equal to the value of the N&B shares you receive.
SIP Participants
If you hold your DuPont shares in a SIP, when you sell them in the Offer you will be taxed in the same way as if you were a leaver from the SIP or if you had decided to sell your SIP shares. The tax treatment depends on how long you have held your DuPont shares in the SIP.
| (a) | If your matching or partnership shares have been held for five years or more, or dividend shares have been held for three years or more, no income tax, National Insurance contributions (NICs) or capital gains tax will arise when you exchange your DuPont shares. |
| (b) | If your matching or partnership shares have been held for less than five years, you will be subject to employment income tax and NICs when you dispose of your DuPont shares. The income tax and NICs will be collected from you under the PAYE system. The tax/NICs charges which may arise are as follows: |
| (i) | Partnership Shares held for less than three years: income tax and NICs payable on the market value of the DuPont shares when they are sold in the Offer; |
| (ii) | Partnership Shares held for between three and five years: income tax and NICs payable on the lower of: (i) the amount of pay originally used to buy the DuPont shares; and (ii) the market value of the DuPont shares when they are sold in the Offer; |
15
| (iii) | Matching Shares held for between three and five years: income tax and NICs payable on the lower of the market value of the DuPont shares: (i) when they were acquired; and (ii) when they are sold in the Offer. |
If you dispose of some, but not all, of your DuPont shares, you will be treated as having disposed of the longest held shares first. This will give you the most advantageous tax outcome.
If you exchange any DuPont shares under the Offer and a PAYE income tax/employee’s NICs liability arises as a result, Computershare will arrange for a number of the IFF shares that you are entitled to receive to be sold in order to cover this tax liability, and will pay the proceeds of sale to DuPont, so that DuPont can pay this to HM Revenue & Customs.
Share Shop Participants
If you hold your DuPont shares in the Share Shop, a capital gain or allowable loss will arise, depending on whether the value of the N&B shares you receive in exchange for your DuPont shares exceeds the “base cost” of those shares (together with incidental costs of acquisition and disposal).
Assuming your shares were acquired under the SIP, this “base cost” is the value of the DuPont shares at the time when you removed them from the SIP. Capital gains tax rates are 10% for basic rate taxpayers and 20% for higher and additional rate taxpayers (in each case subject to any available exemptions or reliefs, such as the annual exempt amount).
Capital gains tax is your personal liability and you will have to pay this through self-assessment. We comment on self-assessment tax returns above.
Clean-Up Spin-Off
All UK tax resident shareholders in DuPont (whether they acquired shares under the SIP or not) will be taxed on the value of any N&B shares they receive under the Clean-Up Spin-Off as if they were a dividend paid by DuPont. The value of the N&B shares at the time they are received is taxed as if it were a cash dividend.
Dividends are subject to income tax at the following rates:
| • | 0% for dividends up to £2,000; |
| • | 7.5% for dividends over £2,000 (if you pay income tax at 20%); |
| • | 32.5% for dividends over £2,000 (if you pay income tax at 40%); or |
| • | 38.1% for dividends over £2,000 (if you pay income tax at 45%). |
16
The tax which is payable when you receive a dividend is not related to your employment but to your relationship to DuPont as shareholder. Therefore it cannot be collected through payroll. Any income tax which arises is your personal liability and you will have to pay this through self-assessment. DuPont cannot pay this tax to HM Revenue & Customs for you as they would for income tax on salary you received.
A UK taxpayer who receives more than £10,000 in dividends in a tax year is required to file a self-assessment tax return. If you do not already file a self-assessment tax return, you must notify HMRC by 5 October following the tax year in which the dividends were received (i.e. by 5 October 2021). Any tax will need to be paid by 31 January 2022.
A UK taxpayer who receives more than £2,000 but less than £10,000 in dividends in a tax year and does not already file self-assessment tax returns can notify HMRC by calling the tax code helpline, and HMRC may be able to collect the tax by adjusting their tax code in which case, the income tax may be collected through your monthly pay.
HMRC’s self-assessment income tax helpline is 0300 200 3310, or you can search the www.gov.uk website for online services.
You should note that the dividend will be received from DuPont, which is a U.S. company, so it will comprise a dividend from a non-UK company.
Conversion of N&B shares to IFF shares
The N&B shares that you acquire (either as a consequence of the Offer or Clean-Up Spin-Off) cannot be added to the SIP, and therefore you will be taxed in the same way as all other UK tax resident shareholders.
Your “base cost” in the N&B shares for capital gains tax purposes will be equal to the value of those shares when you acquired them.
The conversion will be treated as a disposal of your N&B shares in exchange for IFF shares and a chargeable gain or allowable loss may arise as a result. On the basis that the IFF shares received will be of equal value to the N&B shares which are disposed of, no gain should arise (unless the N&B shares are awarded at a discount).
If you acquired your N&B shares under the Offer and there was a discount on those N&B shares, the “base cost” in the N&B shares will be lower than the value of the DuPont shares that you sold and a capital gain will arise equal to the difference between the value of the original DuPont shares and the value of the IFF shares you receive.
Capital gains tax is your personal liability and you will have to pay this through self-assessment. We comment on self-assessment tax returns above.
Balancing cash payment
IFF will only issue whole shares (not part of a share). The ratio used to determine how many N&B/IFF shares you are entitled to receive may mean that it is not possible to receive a whole number of IFF shares. If you would be entitled to a fraction of a share as a result of the calculation which will be applied, you will receive a small cash amount so as to ensure that you do not lose out.
17
For tax purposes, you will be treated as if you had received the fraction of a share and then immediately disposed of it for cash. This is not expected to give rise to a gain or a loss.
Contact Details
How do I contact Computershare if I have any queries?
Computershare’s contact details are:
| • | E-mail: Dupont@computershare.co.uk |
| • | Participant Helpline3: +44 (0) 344 472 6128 |
| • | Employee Web (for username or access issues, contact Computershare): |
www.computershare.com/dupontshareplans
| • | Mailing Address: |
| • | Computershare Plan Managers |
| • | Bridgwater Road |
| • | Bristol |
| • | BS99 6AP |
| 3 | Toll-free numbers are free-of-charge. However, depending on your network provider, you may still be charged, for example, when calling from a mobile phone. Toll-free numbers may not be accessible on some networks – please contact your provider for more information. |
18
Exhibit (a)(5)(ii)
NEWS RELEASE
DuPont Launches Split-Off Exchange Offer for its Nutrition and Biosciences Business and
Announces Record Date for Expected Clean-Up Spin-Off in Connection with IFF Transaction
WILMINGTON, Del., December 31, 2020 – DuPont (NYSE: DD) today announced the commencement of its exchange offer (split-off) whereby DuPont stockholders can elect to tender shares of DuPont common stock in exchange for shares of Nutrition & Biosciences, Inc. (“N&B”) common stock. The exchange offer is part of DuPont’s previously announced Reverse Morris Trust transaction with International Flavors & Fragrances (NYSE: IFF) (“IFF”).
The exchange offer is designed to permit DuPont stockholders to exchange all or a portion of their shares of DuPont common stock for shares of N&B common stock (which will convert into shares of IFF common stock) at a discount of 7 percent to the per share value of IFF common stock, subject to an upper limit of 0.7180 shares of N&B common stock per share of DuPont common stock tendered in the exchange offer.
Key elements of the exchange offer include:
| • | DuPont stockholders have the option to exchange some, all or none of their shares of DuPont common stock for shares of N&B common stock subject to proration as described below. |
| • | Tendering DuPont stockholders are expected to receive approximately $107.53 of N&B common stock for every $100 of DuPont common stock tendered, subject to the upper limit described below. |
| • | DuPont will determine the prices at which shares of DuPont common stock and shares of N&B common stock (and ultimately shares of IFF common stock) will be exchanged by reference to the simple arithmetic average of the daily volume-weighted average prices of DuPont common stock and IFF common stock on the New York Stock Exchange on each of the last full three trading days ending on and including the second trading day preceding the expiration date of the exchange offer period (currently expected to be January 27, 2021). |
| • | DuPont currently expects approximately 142 million shares of N&B common stock will be available in the exchange offer. |
| • | The exchange offer will expire at one minute after 11:59 p.m., New York City time, on January 29, 2021, unless terminated or extended. |
| • | N&B common stock will not be transferred to participants in this exchange offer. Following the exchange offer, N&B will merge with a subsidiary of IFF and become a wholly-owned subsidiary of IFF, and shares of N&B common stock will be converted into shares of IFF common stock. In the merger the N&B shares will convert into IFF shares on a 1.0:1.0 basis, so participants in the exchange offer will instead receive shares of IFF common stock in the merger. No separate trading market currently exists or will ever exist for N&B common stock. |
| • | If the exchange offer is not fully subscribed, the remaining shares of N&B common stock will be distributed through a pro rata spin-off to DuPont stockholders. |
DuPont will announce the final exchange ratio used to determine the number of shares of N&B common stock that DuPont stockholders participating in the exchange offer will receive for each share of DuPont common stock accepted for exchange as well as whether the upper limit will be in effect, through www.dupontexchangeoffer.com and by press release, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be January 27, 2021) immediately preceding the expiration date of the exchange offer (currently expected to be January 29, 2021).
The exchange offer will expire at one minute after 11:59 p.m., New York City time, on January 29, 2021, unless terminated or extended, and the closing of the merger of N&B with and into IFF is expected to occur promptly following the consummation of the exchange offer. The transactions are subject to customary closing conditions. As a result of the exchange offer, the number of outstanding shares of DuPont common stock will be reduced.
As part of the Reverse Morris Trust transaction with IFF, DuPont will not retain any ownership in N&B. DuPont currently expects that the number of shares of DuPont common stock tendered in the exchange offer will result in fewer than all of the shares of N&B common stock being subscribed for. As a result, following the exchange offer, DuPont expects to pursue a clean-up spin-off. In the clean-up spin-off the remaining shares of N&B common stock held by DuPont (if any) will be distributed pro rata to DuPont stockholders as of the record date discussed below, other than in respect of any shares tendered and accepted in the exchange offer. Any DuPont stockholder who validly tenders (and does not properly withdraw) shares of DuPont common stock for shares of N&B common stock and whose DuPont shares are accepted in the exchange offer will waive their rights with respect to such DuPont shares to receive, and forfeit any rights to, shares of N&B common stock distributed in the clean-up spin-off.
Assuming the need for a clean-up spin-off, the DuPont 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.
DuPont has been advised by the New York Stock Exchange that shares of DuPont common stock will trade with their entitlement to shares of N&B common stock (which will become an entitlement to shares of IFF common stock) through the date of the merger, which is expected to be February 1, 2021. As a result, if you sell a share of DuPont common stock during that period you will also be selling your right to receive shares of N&B common stock.
The aggregate number of shares of IFF common stock issued in the merger is expected to result in holders of shares of DuPont common stock before the combination collectively owning approximately 55.4 percent of the issued and outstanding shares of IFF common stock on a fully diluted basis immediately after the combination and IFF’s existing shareholders collectively owning approximately 44.6 percent of the issued and outstanding shares of IFF common stock on a fully diluted basis (in each case, excluding any overlaps in the pre-combination stockholder bases).
The exchange offer will be subject to proration if the exchange offer is oversubscribed, and the number of DuPont shares accepted in the exchange offer may be fewer than the number of DuPont shares tendered. While proration is possible, DuPont does not expect proration to occur.
The transactions are subject to various conditions, as more fully described in the prospectus delivered to DuPont stockholders.
For more information about the exchange offer, please contact the information agent, Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, or by telephone at 888-660-8331 (United States).
# # #
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.
For further information contact:
DuPont Investors:
Leland Weaver
Leland.weaver@dupont.com
+1 302-999-2477
DuPont Media:
Dan Turner
Daniel.a.turner@dupont.com
+1 302-299-7628
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.
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.
# # #
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 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.
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, 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.