UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 4, 2021 (
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Introductory Note
As previously announced, on February 1, 2021, DuPont de Nemours, Inc. (“DuPont”) completed the separation and distribution of its nutrition and biosciences business (the “N&B Business”), and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. (“IFF”). The distribution was effected through an exchange offer (the “Exchange Offer”) where, on the terms and subject to the conditions of the Exchange Offer, DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”), and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer. The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “Merger” and, together with the Exchange Offer, the “Transactions”).
The Transactions were completed on February 1, 2021, in accordance with the Separation and Distribution Agreement (as amended, the “Separation Agreement”), by and among DuPont, N&B and IFF , dated December 15, 2019, as amended and joined by Neptune Merger Sub II LLC, a subsidiary of IFF, on January 22, 2021 and as further amended on February 1, 2021, and the Agreement and Plan of Merger (the “Merger Agreement” and, together with the Separation Agreement, the “Transaction Agreements”), by and among DuPont, N&B, IFF and Neptune Merger Sub I Inc., dated December 15, 2019.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 1, 2021, in connection with the closing of the Transactions, and in accordance with the terms of the Separation Agreement and the Merger Agreement:
| • | DuPont, N&B and IFF entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, the preservation of the expected tax-free status of the transactions contemplated by the Separation Agreement, and other matters regarding taxes. The description of the Tax Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Tax Matters Agreement, attached hereto as Exhibit 10.1, which is incorporated by reference herein. |
| • | DuPont, N&B and certain of their subsidiaries entered into an Intellectual Property Cross-License Agreement (the “IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses certain know-how (including trade secrets), copyrights, design rights, software, and patents, allocated to another party pursuant to the Separation Agreement, and pursuant to which N&B may use certain standards retained by DuPont. All licenses under the IP Cross-License Agreement are non-exclusive, worldwide, and royalty-free. The description of the IP Cross-License Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the IP Cross-License Agreement, attached hereto as Exhibit 10.2, which is incorporated by reference herein. |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Exchange Offer expired at one minute after 11:59 p.m., New York City time, on January 29, 2021. Under the terms of the Exchange Offer, 0.7180 shares of N&B Common Stock were exchanged for each share of DuPont Common Stock accepted in the Exchange Offer. DuPont accepted 197,410,113 shares of its common stock in exchange for the 141,740,461 shares of N&B Common Stock owned by DuPont.
Because the Exchange Offer was oversubscribed, DuPont accepted tendered shares of DuPont Common Stock on a pro rata basis using the final proration factor of 52.5307455%. Stockholders who qualified for odd-lot treatment were not subject to proration in accordance with the terms of the Exchange Offer and their shares were fully accepted in the Exchange Offer. The final proration factor of 52.5307455% was applied to all other shares of DuPont Common Stock that were validly tendered and not properly withdrawn to determine the number of such shares that were accepted from each tendering stockholder.
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Based on the final count by the exchange agent, the final results of the Exchange Offer are as follows:
| Total number of shares of DuPont Common Stock validly tendered and not properly withdrawn: |
368,655,051 | |||
| “Odd-lot” shares tendered that were not subject to proration: |
7,905,588 | |||
| Total number of shares of DuPont Common Stock accepted: |
197,410,113 |
The Transactions were completed on February 1, 2021. In the Merger, each share of N&B Common Stock was automatically converted into the right to receive one share of common stock, par value $0.125 per share, of IFF (subject to the receipt of cash in lieu of fractional shares) based on the terms of the Merger Agreement. As of the completion of the Merger, holders of DuPont Common Stock (or, if such holders exchanged all of their shares of DuPont Common Stock in the Exchange Offer, also former holders) that received shares of N&B Common Stock in the Exchange Offer owned approximately 55.4% of IFF’s common stock on a fully-diluted basis. As part of the Transactions, DuPont also received a special cash payment of approximately $7.3 billion, which is subject to post-closing adjustment pursuant to the terms of the Separation Agreement.
As a result of the Transactions, DuPont reduced its common stock outstanding by 197,410,113 shares of DuPont Common Stock.
The information contained in the Introductory Note above and Item 1.01 above are incorporated herein by reference. The foregoing description of the Transactions is qualified in its entirety by reference to the Transaction Agreements, copies of which, and the amendments thereto, are attached hereto as Exhibits 2.1 through 2.4 and are incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 1, 2021, DuPont issued a press release announcing the preliminary results of the Exchange Offer. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 3, 2021, DuPont issued a press release announcing the final results of the Exchange Offer. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of DuPont is filed as Exhibit 99.3 of this Current Report on Form 8-K and is incorporated herein by reference:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2020.
Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2020.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2019.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2018.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2017.
Notes to the unaudited pro forma consolidated financial statements.
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(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUPONT DE NEMOURS, INC. | ||||||
| Registrant | ||||||
| Date: February 4, 2021 | By: | /s/ Michael G. Goss | ||||
| Name: | Michael G. Goss | |||||
| Title: | Vice President and Controller | |||||
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