Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Prospectus, is hereby amended and supplemented by adding the
following text:
Pursuant to the Exchange Offer, which expired at one minute after 11:59 p.m., New York City time, on January 29,
2021, and based on the final count by the exchange agent, DuPont accepted 197,410,113 shares of DuPont common stock for exchange in the Exchange Offer. A total of 368,655,051 shares of DuPont common stock were validly tendered and not properly
withdrawn in the Exchange Offer, including 7,905,588 shares tendered by stockholders who qualified for odd-lot treatment. Such odd-lot stockholders were not subject to proration, and their shares were fully
accepted in the Exchange Offer. All remaining tendered shares of DuPont common stock were accepted in the Exchange Offer on a pro rata basis using the final proration factor of 52.5307455 percent. Shares of DuPont common stock that were validly
tendered but not accepted for exchange will be returned to tendering stockholders.
DuPont offered to exchange all 141,740,461 shares of
N&B common stock for shares of DuPont common stock accepted in the Exchange Offer. Following the closing of the Exchange Offer, each share of N&B common stock was converted into the right to receive one share of IFF common stock in the
Merger. As a result, DuPont stockholders who tendered their shares of DuPont common stock in the Exchange Offer received approximately 0.7180 shares of IFF common stock (subject to receipt of cash in lieu of fractional shares) for each share of
DuPont common stock accepted for exchange. DuPont was able to accept the maximum of 197,410,113 shares of DuPont common stock for exchange in the Exchange Offer.
On February 1, 2021, DuPont issued a press release announcing, among other things, that the Merger would be completed that day, a copy of
which is attached as Exhibit (a)(5)(xxix) hereto and is incorporated herein by reference.
On February 1, 2021, in accordance with the
terms of the Separation Agreement and the Merger Agreement, DuPont, N&B, and IFF entered into the Tax Matters Agreement, and DuPont, N&B and certain of their subsidiaries entered into the Intellectual Property Cross License Agreement, forms
of which were previously filed on this Schedule TO. The executed versions of the foregoing agreements are attached hereto as Exhibits (d)(ix) and (x), respectively, and are incorporated herein by reference.
On February 1, 2021, DuPont, N&B, IFF and Neptune Merger Sub II LLC (a subsidiary of IFF) entered into Amendment No. 2 to the Separation
Agreement, a copy of which is attached as Exhibit (d)(xi) hereto and is incorporated herein by reference.
On February 3, 2021, DuPont
issued a press release announcing the final results of the Exchange Offer, a copy of which is attached as Exhibit (a)(5)(xxxi) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is
amended and supplemented by adding the following exhibits thereto:
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Exhibit
No.
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Description
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(a)(5)(xxix)
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Press Release by DuPont, dated February 1, 2021, incorporated by reference to Exhibit 99.1 to DuPonts Form 8-K filed on February 1, 2021
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(a)(5)(xxx)
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Text of the website that is being maintained in connection with the Exchange Offer, updated on February 1, 2021, incorporated by reference to DuPonts Form 425 filed on February 1, 2021 (SEC Accession No. 0001193125-21-024773)
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(a)(5)(xxxi)
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Press Release by DuPont, dated February 3, 2021, incorporated by reference to DuPonts Form 425 filed on February 3, 2021 (SEC Accession No. 0001193125-21-026381)
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(a)(5)(xxxii)
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Text of the website that is being maintained in connection with the Exchange Offer, updated on February 3, 2021, incorporated by reference to DuPonts Form 425 filed on February 3, 2021 (SEC Accession No.
0001193125-21-026734)
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(d)(ix)
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Tax Matters Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc.
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(d)(x)
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Intellectual Property Cross License Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and certain of their subsidiaries
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(d)(xi)
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Amendment No. 2 to the Separation and Distribution Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub
II LLC
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