Item 8.01 Other Events.
The Separation Agreement Amendment
On
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
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The Employee Matters Agreement Amendment
On
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Number Description 2.1 Amendment No. 1 to the Separation and Distribution Agreement, datedJanuary 22, 2021 , by and amongInternational Flavors & Fragrances Inc. , DuPont de Nemours, Inc.,Nutrition & Biosciences, Inc. andNeptune Merger Sub II LLC . 10.1 Amendment to the Employee Matters Agreement, datedJanuary 22, 2021 , by and amongInternational Flavors & Fragrances Inc. , DuPont de Nemours, Inc. andNutrition & Biosciences, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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
combination of
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,
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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
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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
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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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