IFF announced today that it has received all required antitrust clearances for its previously announced combination with DuPont’s Nutrition and Biosciences (N&B) business. The company says the deal remains on track to close in the first quarter of next year.
Unconditional approval from the European Commission was the final regulatory step. “Having already secured the strong support of IFF’s shareholders and having made tremendous progress in our integration planning efforts, today marks another great milestone that brings us one step closer to bringing this industry-leading combination to life,” IFF chairman and CEO, Andreas Fibig, said in a press release.
The deal, which values N&B at $26.2 billion, was first announced in December 2019. Under the terms of the deal, DuPont shareholders will own 55.4% of the shares of the combined company, and existing IFF shareholders will own 44.6%. The deal will be structured as a Reverse Morris Trust transaction that will be tax-free to DuPont shareholders. Upon completion of the transaction, DuPont will also receive a one-time $7.3-billion special cash payment, subject to certain adjustments.
The companies previously stated that the resulting organization will comprise four divisions. Taste, Food & Beverage will combine IFF’s Taste division and N&B’s Food & Beverage segment and represent approximately $6.1 billion in pro forma 2019 net sales for the combined company. The Scent division will comprise IFF’s Scent division, which represents approximately $2 billion in pro forma 2019 net sales. Health & Biosciences, representing approximately $2.3 billion in pro forma 2019 net sales, will combine N&B’s current Health & Biosciences (H&B) business, with the exception of food protection, and IFF’s legacy Health Ingredients and parts of Natural Products Solutions. Pharma Solutions will comprise N&B’s current Pharma Solutions business, with approximately $800 million in pro forma 2019 net sales for the combined company.
The executive committee of the combined company will include Andreas Fibig as chairman and CEO. Rustom Jilla, IFF’s executive vice president and CFO, will remain in that role at the combined company. Matthias Haeni, who has led IFF’s flavors division since 2014, will be named president, Taste, Food & Beverage. Amy Byrick, who currently oversees N&B’s specialty food ingredients business, will become president, Taste, Food & Beverage. Nicolas Mirzayantz, who has led IFF’s fragrance business since 2006, will become president, Scent of the combined business. Simon Herriott, currently platform leader of N&B’s health and biosciences unit, will be president, Health & Biosciences of the combined business.
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