DuPont Starts Stock Swap for IFF Merger
DuPont has started a share exchange offer as part of a Reverse Morris Trust transaction that will see it merge its Nutrition & Biosciences (N&B) business into International Flavors & Fragrances (IFF). The offer allows DuPont shareholders to swap all or part of their common stockholding for N&B shares, which will convert into IFF shares.
The companies announced on Dec. 15, 2019, that they had agreed the merger, which values the combined company at $45.4 billion on an enterprise basis and reflects a value of $26.2 billion for N&B.
DuPont expects that roughly 142 million N&B shares will be available in the offer, which is set to expire one minute after 11.59 p.m., Eastern Standard Time on Jan. 29. If the offer is not fully subscribed, then DuPont will distribute any remaining N&B shares through a pro-rata spin-off to its shareholders.
Following the offer, N&B will merge with a subsidiary of IFF, becoming a wholly owned subsidiary of the New York-based sensory products group. DuPont and IFF said the combined entity will be a global market leader in high-value ingredients and solutions for global food & beverage, home & personal care and health & wellness markets with estimated pro forma sales of $11 billion and EBITDA of $2.6 billion, excluding synergies.
Once the merger is complete – expected on Feb. 1 – DuPont shareholders will own 55.4% in the new entity with existing IFF shareholders owning 44.6%. Upon completion, DuPont will receive a one-time special cash payment of $7.3 billion, which is subject to certain adjustments.
Author: Elaine Burridge, Freelance Journalist
