International Flavors and Fragrances (IFF) and DuPont have entered into a definitive agreement to merge IFF and DuPont’s Nutrition & Biosciences (N&B) business. The deal values the combined company at $45.4 billion, reflecting $26.2 billion for the N&B business.
According to the deal, DuPont shareholders will own 55.4% of the shares of the new company and existing IFF shareholders will own 44.6%. Upon completion of the transaction, DuPont will receive a one-time $7.3bn special cash payment.
Andreas Fibig, IFF Chairman and CEO, said: “The combination of IFF and N&B is a pivotal moment in our journey to lead our industry as an invaluable innovation and creative partner for our customers. Together, we will create a leading ingredients and solutions provider with a broader set of capabilities to meet our customers’ evolving needs.”
The combination of IFF and N&B creates a global leader in high-value ingredients and solutions for global food & beverage, home & personal care and health & wellness markets. The complementary portfolios will give the company leadership positions across key taste, texture, scent, nutrition, enzymes, cultures, soy proteins and probiotics categories.
Governance and Management
Upon closing, the new company’s Board of Directors will consist of 13 directors: 7 current IFF directors and 6 DuPont director appointees until the Annual Meeting in 2022, when there will be 6 directors from each company.
Andreas Fibig will continue to be the Chairman of the Board and an IFF appointee, he will also continue as CEO.
The new company will be headquartered in New York. DuPont Executive Chairman, Ed Breen, will join the board of the combined company as a DuPont appointee and will serve as Lead Independent Director.
The new company will draw upon the best talent from both organisations. IFF and N&B will form an Integration Office composed of leaders from both companies.
Financials
IFF expects to realise cost synergies of approximately $300m on a run-rate basis by the end of the third year post-closing. These cost synergies will be driven by procurement competence, streamlining overhead, and manufacturing efficiencies.
The transaction is expected to be tax-free to DuPont and its shareholders for US federal income tax purposes.
