Item 7.01
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Regulation FD Disclosure.
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On September 9, 2020, International Flavors & Fragrances Inc. (IFF) and DuPont de Nemours, Inc. (DuPont) issued a press
release announcing the pricing of a senior unsecured notes offering by Nutrition & Biosciences, Inc. (N&B), a subsidiary of DuPont that is expected to merge with a subsidiary of IFF in connection with the previously
announced combination of IFF and N&B (the N&B Transaction). The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
The information in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended (the Securities Act) or the Exchange Act.
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 in respect of the N&B Transaction shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. In connection with the N&B Transaction, on
May 7, 2020, IFF filed a registration statement on Form S-4 and N&B filed a registration statement on Form S-4/S-1 each of which contains a prospectus. Each of IFF and N&B has amended its respective registration statements and
expects to file additional amendments to these filings before they become effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, AND ANY SUPPLEMENTS, AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B, NEPTUNE MERGER SUB I INC., NEPTUNE MERGER SUB II LLC AND THE N&B TRANSACTION. Such documents can be obtained free of charge from
the SECs website at www.sec.gov. Free copies of these documents, once available, and each of the companies other filings with the SEC may also be obtained from the respective companies by contacting the investor relations department
of DuPont or IFF. These documents do not relate to the senior unsecured notes offering referred to above, which is being conducted on a private basis.
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 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 notes offering and the N&B Transaction, the expected timetable for completing the notes offering and the N&B Transaction, the benefits and synergies of the N&B 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 DuPonts, IFFs and N&Bs 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 N&B 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 related to indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company
(Historical EID) in connection with the distribution of Corteva Inc. on June 1, 2019 (the Corteva Distribution), (7) potential liability arising from fraudulent conveyance and similar laws in connection with
DuPonts distribution of Dow Inc. on April 1, 2019 and/or the Corteva Distributions (the Previous Distributions), (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