WILMINGTON, Del., Feb. 3, 2021 /PRNewswire/ — DuPont (NYSE: DD) introduced in the present day the ultimate outcomes of its trade supply, and the ultimate proration issue of 52.5307455 %, in reference to the beforehand introduced separation of its diet and biosciences enterprise (the “N&B Enterprise”) and merger of Vitamin & Biosciences, Inc. (“N&B”), a DuPont subsidiary fashioned to carry the N&B Enterprise, with a subsidiary of Worldwide Flavors & Fragrances Inc. (“IFF”) (NYSE: IFF).
A complete of 368,655,051 shares of DuPont frequent inventory have been validly tendered (and never withdrawn) within the trade supply, together with 7,905,588 shares tendered by stockholders who certified for odd-lot remedy. Such odd-lot stockholders weren’t topic to proration, and their shares have been absolutely accepted within the trade supply. The remaining validly tendered shares of DuPont frequent inventory have been accepted within the trade supply on a professional rata foundation utilizing the ultimate proration issue. Shares of DuPont frequent inventory that have been validly tendered however not accepted for trade shall be returned to tendering stockholders.
Below the phrases of the trade supply, 141,740,461 shares of N&B frequent inventory have been obtainable for distribution in trade for shares of DuPont frequent inventory accepted within the supply. The ultimate trade ratio for the trade supply was set at 0.7180 shares of N&B frequent inventory for every share of DuPont frequent inventory validly tendered and never correctly withdrawn. Following the merger, every share of N&B frequent inventory routinely transformed into the proper to obtain one share of IFF frequent inventory. Accordingly, DuPont stockholders who tendered their shares of DuPont frequent inventory as a part of the trade supply obtained 0.7180 shares of IFF frequent inventory for every share of DuPont frequent inventory accepted for trade (topic to receipt of money in lieu of fractional shares). DuPont accepted 197,410,113 shares of DuPont frequent inventory for trade within the supply, or roughly 27 % of its excellent shares as of January 29, 2021.
For the Alternate Provide, Goldman Sachs, J.P. Morgan, and Evercore served as DuPont’s monetary advisors and Skadden, Arps, Slate, Meagher & Flom served as authorized counsel.
DuPont™, the DuPont Oval Emblem, and all emblems and repair marks denoted with ™, SM or ® are owned by associates of DuPont de Nemours, Inc. except in any other case famous.
DuPont (NYSE: DD) is a world innovation chief with technology-based supplies and options that assist rework industries and on a regular basis life. Our staff apply numerous science and experience to assist prospects advance their finest concepts and ship important improvements in key markets together with electronics, transportation, building, water, healthcare and employee security. Extra details about the corporate, its companies and options may be discovered at www.dupont.com. Buyers can entry info included on the Investor Relations part of the web site at buyers.dupont.com.
Cautionary Notes on Ahead-Wanting Statements
This communication comprises “forward-looking statements” throughout the which means of the federal securities legal guidelines, together with Part 27A of the Securities Act, and Part 21E of the Securities Alternate Act of 1934, as amended (the “Alternate Act”). On this context, forward-looking statements typically deal with anticipated future enterprise and monetary efficiency and monetary situation, and infrequently include phrases akin to “count on,” “anticipate,” “intend,” “plan,” “imagine,” “search,” “see,” “will,” “would,” “goal,” related expressions, and variations or negatives of those phrases. Ahead-looking statements by their nature deal with issues which can be, to completely different levels, unsure, akin to statements in regards to the transaction, the advantages and synergies of the transaction, future alternatives for the mixed firm and merchandise, the advantages of the proposed organizational and working mannequin of the mixed firm and some other statements concerning DuPont’s, IFF’s and N&B’s future operations, monetary or working outcomes, capital allocation, dividend coverage, debt ratio, anticipated enterprise ranges, future earnings, deliberate actions, anticipated development, market alternatives, methods, competitions, and different expectations and targets for future durations. There are a number of components which may trigger precise plans and outcomes to vary materially from these expressed or implied in forward-looking statements. Such components embrace, however should not restricted to, (1) the events’ capacity to fulfill expectations concerning the accounting and tax remedies of the transaction, (2) adjustments in related tax and different legal guidelines, (3) the chance that unexpected liabilities, future capital expenditures, revenues, bills, earnings, synergies, financial efficiency, indebtedness, monetary situation, losses, future prospects, enterprise and administration methods that might affect the worth of the transaction, (4) dangers and prices associated to the distribution of Corteva Inc. on June 1, 2019 (the “Corteva Distribution”) and the distribution of Dow Inc. on April 1, 2019 (the “Dow Distribution” and along with the Corteva Distribution the “Earlier Distributions”) together with indemnification of sure legacy liabilities of E. I. du Pont de Nemours and Firm (“Historic EID”), a subsidiary of Corteva, in reference to the Corteva Distribution and potential legal responsibility arising from fraudulent conveyance and related legal guidelines in reference to the Earlier Distributions, (5) dangers and prices associated to the efficiency underneath and affect of the fee sharing association by and between DuPont, Corteva, Inc. and The Chemours Firm associated to future eligible PFAS liabilities, (6) failure to successfully handle acquisitions, divestitures, alliances, joint ventures and different portfolio adjustments, together with assembly circumstances underneath the Letter Settlement entered in reference to the Corteva Distribution, associated to the switch of sure ranges of belongings and companies, (7) uncertainty as to the long-term worth of DuPont frequent inventory, (8) potential incapacity or diminished entry to the capital markets or elevated value of borrowings, together with because of a credit standing downgrade, (9) inherent uncertainties concerned within the estimates and judgments used within the preparation of economic statements and the offering of estimates of economic measures, in accordance with the accounting rules typically accepted in the USA of America and associated requirements, or on an adjusted foundation, (10) the combination of IFF and its Frutarom enterprise and/or N&B being tougher, time consuming or pricey than anticipated, (11) the failure to attain anticipated or focused future monetary and working efficiency and outcomes, (12) the chance that IFF could also be unable to attain anticipated advantages, synergies and working efficiencies in reference to the transaction throughout the anticipated time frames or in any respect or to efficiently combine Frutarom and N&B, (13) buyer loss and enterprise disruption being better than anticipated following the transaction, (14) legislative, regulatory and financial developments; (15) a rise or lower within the anticipated transaction taxes (together with on account of any adjustments to tax laws and its affect on tax charges (and the timing of the effectiveness of any such adjustments)), (16) potential litigation referring to the transaction that might be instituted in opposition to DuPont, IFF or their respective administrators, (17) dangers related to third occasion contracts containing consent and/or different provisions which may be triggered by the transaction, (18) destructive results of the consummation of the transaction in the marketplace worth of DuPont’s and/or IFF’s frequent inventory, (19) dangers referring to the worth of the IFF shares to be issued within the transaction and uncertainty as to the long-term worth of IFF’s frequent inventory, (20) the affect of the failure to adjust to U.S. or international anti-corruption and anti-bribery legal guidelines and laws, (21) the flexibility of N&B or IFF to retain and rent key personnel, (26) the danger that N&B and IFF will incur important indebtedness in reference to the transaction, and the diploma to which IFF shall be leveraged following completion of the transaction might materially and adversely have an effect on its enterprise, monetary situation and outcomes of operations, (23) that N&B might not obtain sure focused value and productiveness enhancements, which may adversely affect its outcomes of operations and monetary situation, and (24) different dangers to DuPont’s, N&B’s and IFF’s enterprise, operations and outcomes of operations together with from: failure to develop and market new merchandise and optimally handle product life cycles; capacity, value and affect on enterprise operations, together with the provision chain, of responding to adjustments in market acceptance, guidelines, laws and insurance policies and failure to reply to such adjustments; end result of great litigation, environmental issues and different commitments and contingencies; failure to appropriately handle course of security and product stewardship points; international financial and capital market circumstances, together with the continued availability of capital and financing, in addition to inflation, curiosity and foreign money trade charges; adjustments in political circumstances, together with tariffs, commerce disputes and retaliatory actions; impairment of goodwill or intangible belongings; the supply of and fluctuations in the price of vitality and uncooked supplies; enterprise or provide disruption, together with in reference to the Earlier Distributions; safety threats, akin to acts of sabotage, terrorism or battle, pure disasters and climate occasions and patterns, disasters, public well being points, epidemics and pandemics, together with COVID-19, or the concern of such occasions, and the inherent unpredictability, length and severity of such occasions, which may lead to a big operational occasion for DuPont, N&B or IFF, adversely affect demand or manufacturing; capacity to find, develop and shield new applied sciences and to guard and implement DuPont’s, N&B’s or IFF’s mental property rights;, in addition to administration’s response to any of the aforementioned components. These dangers, in addition to different dangers related to the merger, are extra absolutely mentioned within the registration assertion and proxy assertion filed by IFF and the registration assertion filed by N&B. Whereas the checklist of things offered right here is, and the checklist of things offered in registration statements filed by every of IFF and N&B in reference to the transaction, are thought of consultant, no such checklist needs to be thought of to be an entire assertion of all potential dangers and uncertainties. Unlisted components might current important further obstacles to the belief of forward-looking statements. Additional lists and descriptions of dangers and uncertainties may be present in IFF’s annual report on Kind 10-Okay for the yr ended December 31, 2019, DuPont’s annual report on Kind 10-Okay for the yr ended December 31, 2019, and every of IFF’s and DuPont’s respective subsequent stories on Kind 10-Q, Kind 10-Okay and Kind 8-Okay, the contents of which aren’t included by reference into, nor do they kind a part of, this announcement. Another dangers related to the transaction are extra absolutely mentioned within the registration statements filed with the SEC. Whereas the checklist of things offered right here is, and the checklist of things offered within the registration statements, as amended, filed by every of IFF or N&B are consultant, no such checklist needs to be thought of to be an entire assertion of all potential dangers and uncertainties. Unlisted components might current important further obstacles to the belief of forward-looking statements. Penalties of fabric variations in outcomes as in contrast with these anticipated within the forward-looking statements may embrace, amongst different issues, enterprise disruption, operational issues, monetary loss, authorized legal responsibility to 3rd events and related dangers, any of which may have a cloth opposed impact on IFF’s, DuPont’s or N&B’s consolidated monetary situation, outcomes of operations, credit standing or liquidity. None of IFF, DuPont nor N&B assumes any obligation to publicly present revisions or updates to any forward-looking statements, whether or not because of new info, future developments or in any other case, ought to circumstances change, besides as in any other case required by securities and different relevant legal guidelines.
Extra Data Concerning the Transaction and The place to Discover It
This communication shouldn’t be supposed to and shall not represent a proposal to promote or the solicitation of a proposal to promote or the solicitation of a proposal to purchase any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction through which such supply, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended (the “Securities Act”). In reference to the transaction, N&B has filed a registration assertion on Kind S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration assertion on Kind S-4 containing a prospectus, dated December 31, 2020 (collectively, 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 TRANSACTION. The registration statements, DuPont’s Schedule TO and different paperwork referring to the transaction (after they change into obtainable) will also be obtained freed from cost from the SEC’s web site at www.sec.gov. These paperwork and every of the businesses’ different filings with the SEC (when obtainable) will also be obtained freed from cost, with respect to DuPont and N&B, upon written request to Georgeson LLC, at 1290 Avenue of the Americas, ninth Ground, New York, NY 10104, or by phone at 888-660-8331, or, with respect to IFF, upon written request to Worldwide Flavors & Fragrances Inc. investor relations at 521 West 57th Road, New York, New York 10019 or by calling (212) 708-7164.
As well as, for any questions in regards to the trade supply typically you could contact the data agent, Georgeson LLC, at 888-660-8331.