DuPont de Nemours Inc. agreed to merge its nutrition and biosciences business with International Flavors & Fragrances Inc., or IFF, creating an entity valued at $45.4 billion and concluding a strategic review for the segment.
Under the terms of the deal, which is structured as Reverse Morris Trust, DuPont and IFF shareholders will own 55.4% and 44.6% of the merged company's shares, respectively. Additionally, DuPont is entitled to a one-time $7.3 billion special cash payment.
The transaction is expected to close by the first quarter of 2021, subject to approvals by IFF shareholders and regulators and other customary closing conditions.
The combined company reflects a value of $26.2 billion for DuPont's nutrition and biosciences are based on IFF's share price as of Dec. 13, the companies said in a press release.
Through the agreement, which has been approved by Winder Investments, IFF's largest shareholder, the companies intend to expand the customer base in products including enzymes, scent, soy proteins and probiotics.
IFF Chairman and CEO Andreas Fibig will retain those roles and lead the new company. The merged entity's board will consist of seven IFF directors and six DuPont directors until 2022, after which it will have six directors from each company. DuPont Executive Chairman Ed Breen will become the board's lead independent director, effective June 1, 2021.
The merged entity is expected to generate 2019 pro forma revenue of over $11 billion and EBITDA of $2.6 billion, excluding synergies. Run-rate based cost synergies are estimated at about $300 million by the end of the third year post-closing. The company will continue IFF's current dividend policy.
Greenhill & Co. LLC and Morgan Stanley & Co. LLC serve as financial advisers to IFF and Cleary Gottlieb Steen & Hamilton LLP is the company's legal counsel. Credit Suisse Securities (USA) LLC and Evercore are financial advisers to DuPont and Skadden, Arps, Slate, Meagher & Flom LLP is the company's legal counsel.