Item 8.01 Other Events.
The Separation Agreement Amendment
On January 22, 2021, DuPont, N&Bco, IFF and Neptune Merger Sub II LLC, a
Delaware limited liability company and wholly owned subsidiary of IFF ("Merger
Sub II"), entered into Amendment No. 1 to the Separation and Distribution
Agreement (the "Separation Agreement Amendment").
The Separation Agreement Amendment, among other things, adjusts the process by
which DuPont is repaid for cash balances remaining at N&Bco and its
subsidiaries. The Separation Agreement will continue to require that N&Bco make
a payment to DuPont to reimburse DuPont for certain cash amounts of N&Bco and
its subsidiaries as of immediately prior to the distribution of N&Bco to
DuPont's stockholders (the "Distribution"). As previously disclosed, the
Distribution will be immediately followed by the Merger. Pursuant to the
Separation Agreement Amendment, (1) such payment will now be made immediately
prior to the Distribution based on an estimate of the cash balances; (2) to the
extent the actual amount of cash differs from the estimate, the parties will
make a subsequent corrective payment following the closing of the transactions
and (3) if the parties are unable to agree on such amounts following the closing
of the transactions, such dispute will be resolved by the same process utilized
to resolve any disputes with respect to the calculation of the special cash
payment (and concurrently as part of any such process). With respect to cash in
jurisdictions other than the United States of America, reimbursement of DuPont
is limited in certain jurisdictions, such that DuPont will be reimbursed in full
only for amounts up to an agreed maximum in those jurisdictions, calculated
based on a maximum amount of operating cash in each applicable jurisdiction,
which amounts have been mutually agreed to by the parties. The Separation
Agreement Amendment also provides for the formal joinder of Merger Sub II to the
Separation Agreement. N&B is expected to merge with and into Merger Sub II, with
Merger Sub II as the surviving entity, following the closing of the
transactions.
The Employee Matters Agreement Amendment
On January 22, 2021, DuPont, N&Bco and IFF entered into the Amendment to the
Employee Matters Agreement (the "Employee Matters Agreement Amendment").
The Employee Matters Agreement Amendment, among other things, makes certain
operational adjustments to the transfer of pension plan assets and liabilities,
clarifies the allocation of and certain procedures with respect to certain
obligations previously established by the Employee Matters Agreement and
implements the final allocation of employees in shared corporate and functional
department roles that will transfer with the N&B Business to IFF.
The foregoing descriptions of the Separation Agreement Amendment, the Employee
Matters Agreement Amendment and the transactions contemplated thereby do not
purport to be complete and are subject to, and qualified in their entirety by
reference to, the full text of the Separation Agreement Amendment and the
Employee Matters Agreement Amendment, which are filed as Exhibit 2.1 and Exhibit
10.1 hereto and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Amendment No. 1 to the Separation and Distribution Agreement, dated
January 22, 2021, by and among DuPont de Nemours, Inc., Nutrition &
Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune
Merger Sub II LLC.
10.1 Amendment to the Employee Matters Agreement, dated January 22, 2021, by
and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and
International Flavors & Fragrances Inc.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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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, Nutrition & Biosciences, Inc. ("N&B") has filed a registration
statement on Form S-4/S-1 containing a prospectus, dated December 31, 2020,
International Flavors & Fragrances Inc. ("IFF") has filed a registration
statement on Form S-4 containing a prospectus, dated December 31, 2020
(together, the "registration statements"), and DuPont de Nemours, Inc.
("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 and costs
related 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 together with the Corteva Distribution the "Previous
Distributions") including indemnification of certain legacy liabilities of E. I.
du Pont de Nemours and Company ("Historical EID"), a subsidiary of Corteva, in
connection with the Corteva Distribution and potential liability arising from
fraudulent conveyance and similar laws in connection with the Previous
Distributions, (7) risks and costs related to the performance under and impact
of the cost sharing arrangement by and between DuPont, Corteva, Inc. and The
Chemours Company related to future eligible PFAS liabilities (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.
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