WILMINGTON, Del., Feb. 1, 2021 /PRNewswire/ — DuPont (NYSE: DD) introduced at present the preliminary outcomes of its trade supply in reference to the beforehand introduced separation of its diet and biosciences enterprise (the “N&B Enterprise”) and merger of Diet & 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). DuPont intends to simply accept, topic to proration, shares of DuPont widespread inventory validly tendered within the trade supply.
The ultimate trade ratio for the trade supply was set at 0.7180 shares of N&B widespread inventory for every share of DuPont widespread inventory that’s validly tendered and never correctly withdrawn and accepted for trade. Upon completion of the merger of N&B with a subsidiary of IFF, every share of N&B widespread inventory can be transformed into one share of IFF widespread inventory. Because of this, DuPont stockholders who tendered shares of DuPont widespread inventory within the trade supply will obtain roughly 0.7180 shares of IFF widespread inventory (topic to the receipt of money in lieu of fractional shares) for every share of DuPont widespread inventory accepted for trade.
Change Supply Preliminary Outcomes
Pursuant to the trade supply, which expired at one minute after 11:59 p.m., New York Metropolis time, on January 29, 2021, and primarily based on a preliminary depend by the trade supply agent, a complete of roughly 369,165,753 shares of DuPont widespread inventory had been tendered and never correctly withdrawn previous to the expiration of the trade supply, together with roughly 80,609,346 shares tendered pursuant to assured supply procedures.
Primarily based on the preliminary outcomes underneath the phrases of the trade supply, DuPont will trade a complete of roughly 197,410,113 shares of DuPont widespread inventory within the trade supply for the 141,740,461 shares of N&B widespread inventory owned by DuPont.
Primarily based on the whole variety of shares of DuPont widespread inventory reported to be tendered and never correctly withdrawn previous to the expiration of the trade supply, together with shares tendered pursuant to assured supply procedures, the trade supply was oversubscribed by roughly 171,755,640 shares, leading to a preliminary proration issue of roughly 52.4563 %. The preliminary outcomes embody an estimated 7,907,187 shares of DuPont widespread inventory tendered by odd-lot stockholders (stockholders who certified for odd-lot therapy usually are not topic to proration). As a result of greater than 197,410,113 shares of DuPont widespread inventory had been tendered, DuPont will distribute the entire N&B widespread inventory within the trade supply. As consequence, there won’t be a clean-up spin-off.
DuPont won’t be able to find out the ultimate proration issue till after the complete expiration of the trade supply’s assured supply interval at 5:00 p.m., New York Metropolis time, on February 2, 2021. DuPont will publicly announce the ultimate outcomes, together with the ultimate proration issue, which can be completely different from at present’s preliminary outcomes and preliminary estimate of the proration issue, after they’ve been decided. As soon as the ultimate outcomes of the trade supply can be found, and the calculation of the variety of shares of N&B widespread inventory obtained by every stockholder within the trade supply is set, IFF’s switch agent will ship the suitable variety of shares of IFF widespread inventory, in addition to money in lieu of fractional shares.
For extra details about the trade supply, please go to www.dupontexchangeoffer.com or contact the knowledge agent, Georgeson LLC, at 888-660-8331.
DuPont™, the DuPont Oval Emblem, and all logos 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 worldwide innovation chief with technology-based supplies, elements and options that assist remodel industries and on a regular basis life. Our workers apply numerous science and experience to assist prospects advance their greatest concepts and ship important improvements in key markets together with electronics, transportation, building, water, well being and wellness, meals and employee security. Extra details about the corporate, its companies and options could be discovered at www.dupont.com. Traders can entry data included on the Investor Relations part of the web site at buyers.dupont.com.
About DuPont Diet & Biosciences
DuPont Diet & Biosciences applies professional science to advance market-driven, wholesome and sustainable options for the meals, beverage, dietary complement and pharmaceutical industries. We additionally use cutting-edge biotechnology throughout a variety of markets to advance bio-based options to satisfy the wants of a rising inhabitants, whereas defending the environment for future generations. We’re progressive solvers who assist our prospects flip challenges into high-value enterprise alternatives. For extra data: www.dupontnutritionandhealth.com or www.biosciences.dupont.com.
Cautionary Notes on Ahead-Trying Statements
This communication accommodates “forward-looking statements” inside the that means of the federal securities legal guidelines, together with Part 27A of the Securities Act, and Part 21E of the Securities Change Act of 1934, as amended (the “Change Act”). On this context, forward-looking statements typically tackle anticipated future enterprise and monetary efficiency and monetary situation, and infrequently include phrases equivalent to “anticipate,” “anticipate,” “intend,” “plan,” “imagine,” “search,” “see,” “will,” “would,” “goal,” related expressions, and variations or negatives of those phrases. Ahead-looking statements by their nature tackle issues which are, to completely different levels, unsure, equivalent to statements concerning 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 another statements relating to 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 progress, market alternatives, methods, competitions, and different expectations and targets for future durations. There are a number of components which might trigger precise plans and outcomes to vary materially from these expressed or implied in forward-looking statements. Such components embody, however usually are not restricted to, (1) the events’ potential to satisfy expectations relating to the accounting and tax remedies of the transaction, (2) modifications in related tax and different legal guidelines, (3) the likelihood that unexpected liabilities, future capital expenditures, revenues, bills, earnings, synergies, financial efficiency, indebtedness, monetary situation, losses, future prospects, enterprise and administration methods that would impression 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 impression 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 modifications, together with assembly situations underneath the Letter Settlement entered in reference to the Corteva Distribution, associated to the switch of sure ranges of property and companies, (7) uncertainty as to the long-term worth of DuPont widespread inventory, (8) potential lack of ability or diminished entry to the capital markets or elevated price 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 US of America and associated requirements, or on an adjusted foundation, (10) the mixing of IFF and its Frutarom enterprise and/or N&B being harder, time consuming or pricey than anticipated, (11) the failure to attain anticipated or focused future monetary and working efficiency and outcomes, (12) the likelihood that IFF could also be unable to attain anticipated advantages, synergies and working efficiencies in reference to the transaction inside 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 resulting from any modifications to tax laws and its impression on tax charges (and the timing of the effectiveness of any such modifications)), (16) potential litigation regarding the transaction that could possibly be instituted towards DuPont, IFF or their respective administrators, (17) dangers related to third social gathering contracts containing consent and/or different provisions that could be triggered by the transaction, (18) adverse results of the consummation of the transaction in the marketplace value of DuPont’s and/or IFF’s widespread inventory, (19) dangers regarding the worth of the IFF shares to be issued within the transaction and uncertainty as to the long-term worth of IFF’s widespread inventory, (20) the impression of the failure to adjust to U.S. or overseas anti-corruption and anti-bribery legal guidelines and rules, (21) the power 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 can 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 price and productiveness enhancements, which might adversely impression 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; potential, price and impression on enterprise operations, together with the availability chain, of responding to modifications in market acceptance, guidelines, rules and insurance policies and failure to reply to such modifications; consequence of serious litigation, environmental issues and different commitments and contingencies; failure to appropriately handle course of security and product stewardship points; world financial and capital market situations, together with the continued availability of capital and financing, in addition to inflation, curiosity and foreign money trade charges; modifications in political situations, together with tariffs, commerce disputes and retaliatory actions; impairment of goodwill or intangible property; the provision of and fluctuations in the price of power and uncooked supplies; enterprise or provide disruption, together with in reference to the Earlier Distributions; safety threats, equivalent to acts of sabotage, terrorism or struggle, pure disasters and climate occasions and patterns, disasters, public well being points, epidemics and pandemics, together with COVID-19, or the worry of such occasions, and the inherent unpredictability, length and severity of such occasions, which might end in a big operational occasion for DuPont, N&B or IFF, adversely impression demand or manufacturing; potential 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 totally 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-about consultant, no such checklist needs to be thought-about to be an entire assertion of all potential dangers and uncertainties. Unlisted components might current important extra obstacles to the belief of forward-looking statements. Additional lists and descriptions of dangers and uncertainties could be present in IFF’s annual report on Type 10-Ok for the 12 months ended December 31, 2019, DuPont’s annual report on Type 10-Ok for the 12 months ended December 31, 2019, and every of IFF’s and DuPont’s respective subsequent experiences on Type 10-Q, Type 10-Ok and Type 8-Ok, the contents of which aren’t included by reference into, nor do they type a part of, this announcement. Another dangers related to the transaction are extra totally 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-about to be an entire assertion of all potential dangers and uncertainties. Unlisted components might current important extra 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 might embody, amongst different issues, enterprise disruption, operational issues, monetary loss, authorized legal responsibility to 3rd events and related dangers, any of which might 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 data, 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 Info In regards to the Transaction and The place to Discover It
This communication just isn’t supposed to and shall not represent a suggestion to promote or the solicitation of a suggestion to promote or the solicitation of a suggestion to purchase any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction wherein 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 Type S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration assertion on Type 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 regarding the transaction (once they develop into accessible) can 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 accessible) can 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 Avenue, New York, New York 10019 or by calling (212) 708-7164.
As well as, for any questions concerning the trade supply typically it’s possible you’ll contact the knowledge agent, Georgeson LLC, at 888-660-8331.