NEW YORK — International Flavors & Fragrances, Inc. (I.F.F.) has entered into an agreement to merge with DuPont de Nemours Inc.’s Nutrition & Biosciences business. The combination of the two businesses will create an ingredients company focused on the food, beverage, health, wellness, home and personal care markets that will have 2019 pro forma sales of $11 billion and an EBITDA of $2.6 billion, excluding synergies, according to the companies.
The merger will take the form of a Reverse Morris Trust transaction, which is a tax-saving strategy that allows a company to spin-off and sell assets. Under the terms of the agreement, DuPont shareholders will own 55.4% of the new company and existing I.F.F. shareholders will own 44.6%. Upon completion, DuPont will receive a one-time $7.3 billion cash payment.
The transaction values the combined company at $45.4 billion, reflecting a value of $26.2 billion for DuPont’s Nutrition & Biosciences business.
“The combination of I.F.F. and N&B is a pivotal moment in our journey to lead our industry as an invaluable innovation and creative partner for our customers,” said Andreas Fibig, chairman and chief executive officer of I.F.F. “Together, we will create a leading ingredients and solutions provider with a broader set of capabilities to meet our customers’ evolving needs. With highly complementary portfolios, we will have global scale and leading positions in key growth categories to capitalize on positive market trends, drive strong profitable growth for our shareholders and create opportunities for our employees.”
Mr. Fibig will continue as c.e.o. of the company and will be chairman of the board upon closing of the transaction. DuPont executive chairman Ed Breen will join the board of the combined company as a DuPont appointee and will serve as lead independent director starting June 1, 2021. The company will be headquartered in New York.
I.F.F. expects to realize cost synergies of approximately $300 million by the end of the third year post closing. The synergies will come from procurement, streamlined overhead and manufacturing efficiencies, the company said.