IFF and DuPont N&B finalise merger

The combined company will continue to operate under the name IFF and has an estimated 2020 pro forma revenue of more than $11 billion

IFF has completed the previously announced merger of IFF and DuPont's Nutrition & Biosciences (N&B) business, pursuant to a Reverse Morris Trust transaction.

The combined company will continue to operate under the name IFF. Shares of the combined company's common stock will trade on the New York Stock Exchange under the symbol "IFF.&"

"We are thrilled to officially unite IFF and N&B, forging a leader in the global consumer goods and commercial products value chain that will redefine our industry and create a leading ingredients and solutions provider for our customers across a broad range of end-markets," said Andreas Fibig, IFF Chairman and Chief Executive Officer.

The complementary portfolios give the company leadership positions in the taste, texture, scent, nutrition, enzymes, cultures, soy proteins and probiotics ingredient categories

"Our organisations have deep histories of creativity, innovation excellence and a shared commitment to care for our communities," Fibig explained. "With our combined platform, IFF is an essential partner for our customers, uniquely positioning us to address our customers' evolving needs, unlock long-term value creation and accelerate our pursuit of new, creative and integrated solutions. Through an unprecedented last 12 months, both the IFF and N&B teams have remained incredibly focused on executing our respective business plans and setting the foundation to bring this combination to life. I welcome our new N&B colleagues to the IFF family, and I look forward to working with Ed as we continue our integration efforts and focus on driving long-term, sustainable growth."

"I'm extremely proud of what our teams have accomplished to complete the transaction on time despite a year of unprecedented challenges. Andreas and the combined management team have planned and prepared for this integration and are committed to delivering for all stakeholders," said Ed Breen, DuPont Executive Chairman and Chief Executive Officer, who joins the IFF Board of Directors and will become Lead Independent Director effective at the 2021 annual meeting of shareholders.

A new entity

The combination of IFF and N&B creates a global leader in high-value ingredients and solutions for the Food & Beverage, Home & Personal Care and Health & Wellness markets, with estimated 2020 pro forma revenue of more than $11 billion and EBITDA of approximately $2.5 billion, excluding synergies. The complementary portfolios give the company leadership positions within the taste, texture, scent, nutrition, enzymes, cultures, soy proteins and probiotics ingredient categories.

The combined company's global reach and enhanced capabilities will enable the creation of innovative solutions to respond to customer demands and increasing consumer preferences for natural, healthier and "better for you" products.

With best-in-class R&D capabilities, a diverse portfolio of unique products and solutions and a unified team comprising exceptional talent from both organizations, the new IFF will be a customer-focused leader with an enhanced ability to deliver long-term value while upholding its commitment to safe, sustainable practices and products.

Transaction Details

Under the terms of the transaction, which was previously announced on 15 December 2019 and received approval from IFF shareholders on 27 August 2020, the combination was executed through a Reverse Morris Trust transaction. As a result of the completion of the transaction, DuPont received a one-time $7.3 billion cash payment, subject to adjustment. Effective at transaction close, DuPont shareholders own 55.4% of the combined company and IFF's shareholders own 44.6%. IFF continues its commitment to maintaining an investment grade rating.

Greenhill & Co. LLC and Morgan Stanley & Co. LLC served as IFF's financial advisors and Cleary Gottlieb Steen & Hamilton LLP served as legal counsel. Credit Suisse Securities (USA) LLC and Evercore served as DuPont's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel.

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