Dupont De Nemours, Inc. · NYSE:DD
Dupont De Nemours — Merger or Acquisition (December 2019)
41 slides from Dupont De Nemours's merger presentation, Dec 17, 2019
Slide 1: IFF and DuPont's Nutrition & Biosciences are combining
DuPont Nutrition & Biosciences Home Investors Employees Customers Media SEC Filings IFF and DuPonts nutrition & biosciences business are combining Creating a New Global High-Value Ingredients and Solutions Partner for Our Customers IFF and DuPont's Nutrition & Biosciences are combining to create a g
Slide 2: IFF to merge with DuPont's Nutrition & Biosciences business
Management team, which shares our culture and values, and we look forward to welcoming them to the IFF family." - Andreas Fibig, Chairman and CEO of IFF - Ed Breen, Executive Chairman of DuPont IFF to merge with DuPonts nutrition & biosciences business: creating a category defining integrated soluti
Slide 3: Creating Shareholder Value
Creating Shareholder Value Well-established Reverse Morris Trust (RMT) structure is tax-free to DuPont and its shareholders Expected growth rate in mid-single digits and a leading EBITDA margin ~$300 million in run-rate cost synergies and more than $400 million in run-rate revenue synergies3 Committ
Slide 4: Investors
DuPont Nutrition & Biosciences Home Investors Employees Customers Media SEC Filings Investors The combination of IFF and DuPont's Nutrition & Biosciences business will deliver significant value creation for r shareholders of both companies through a well- established, tax- efficient Reverse Morris T
Slide 5: Employees
DuPont Nutrition & Biosciences Home Investors Employees Customers Media SEC Filings Employees We intend to bring together two iconic businesses with cultures that combine the best of science and creativity. IFF and DuPont's Nutrition & Biosciences business have prioritized staying close to the custo
Slide 6: Customers
Home Investors Employees Customers Media SEC Filings Customers Together, IFF and DuPont's Nutrition & Biosciences business will be one of a few industry players with the broadest technology portfolio across Taste, Texture, Scent, Nutrition, Enzymes, Cultures, Soy Proteins and Probiotics categories.
Slide 7: Media and Investor Contacts
DuPont Nutrition & Biosciences Media Contact IFF Michael DeVeau 212.708.7164 michael.deveau@iff.com DuPont Dan Turner 302-996-8372 daniel.a.turner@dupont.com Investor Contact IFF Investor Relations IFF Corporate IR Website Michael DeVeau 212.708.7164 michael.deveau@iff.com DuPont Investor Relations
Slide 8: Media
Home Investors Employees Customers Media SEC Filings Media Press Release Fact Sheet lnfographic Media Contacts IFF Michael DeVeau 212.708.7164 michael.deveau@iff.com DuPont Dan Turner 302-996-8372 daniel.a.turner@dupont.com DuPont Nutrition & Biosciences Media Contact IFF Michael DeVeau 212.708.7164
Slide 9: SEC Filings
Sec Filing IFF 10-Q - Quarterly report [Sections 13 or 15(d)] 8-K - Current report 8-K - Current report 8-K - Current report 10-Q - Quarterly report [Sections 13 or 15(d)] 8-K - Current report 11-K - Annual report of employee stock purchase, savings and similar plans 8-K - Current report S-3ASR - Au
Slide 10: Disclaimer / About IFF and DuPont
Home Investors Employees Customers Media SEC Filings Disclaimer About IFF At IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), we're using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and un
Slide 11: Forward-looking statements
"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 proposed transaction, the expected timetable for completing the proposed transaction,
Slide 12: Forward-looking statements and risk factors
Form S-4 to be filed by IFF and the registration statement on Form 10 to be filed by N&Bco. While the list of factors presented here is, and the list of factors to be presented in any registration statement filed in connection with the transaction are, considered representative, no such list should
Slide 13: IFF and DuPont Nutrition & Biosciences: Innovating Together
IFF and DuPont Nutrition & Biosciences: Innovating Together DuPont Nutrition & Biosciences Business Profile* Key Stats Portfolio End Markets Served Innovating Together: By the Numbers Taste: 57% Scent: 37% Nutrition & Ingredients: 6% Employees: Approximately 13,000 Manufacturing Sites: 110+ Technolo
Slide 14: About IFF and About DuPont
About IFF At IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), we’re using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and unexpected scents, tastes, experiences and ingredients for the pro
Slide 15: IFF to Merge with DuPont's Nutrition & Biosciences Business
IFF to Merge with DuPont's Nutrition & Biosciences Business: Creating a Category Defining Integrated Solutions Partner for Our Customers DuPont Nutrition & Biosciences Building a world-class leader Differentiated solutions for customers of all sizes, spanning both large multinationals to start up an
Slide 16: About IFF and About DuPont
About IFF At IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), we’re using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and unexpected scents, tastes, experiences and ingredients for the pro
Slide 17: IFF to Combine with DuPont Nutrition & Biosciences
IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019 DuPont Nutrition & Biosciences
Slide 18: Cautionary Statement
CAUTIONARY STATEMENT 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 Securities Exchange Act of 1934, as amended (the “Exchang
Slide 19: Forward-looking risk factors
(24) the impact of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and regulations, including with respect to IFF’s ongoing investigations into improper payments made in Frutarom businesses principally operating in Russia and the Ukraine, (25) the impact of the outco
Slide 20: Additional Information and Where to Find It
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 securiti
Slide 21: Transaction Summary
TRANSACTION SUMMARY Key takeaways Structure Ownership Financial Impact Capital Structure & Financing Governance & Leadership Closing IFF and DuPont Nutrition and Biosciences unit (N&B) to combine in a Reverse Morris Trust transaction valued at $26.2B(1) Transaction value represents a multiple of ~18
Slide 22: A Powerful Combination
A POWERFUL COMBINATION Redefining the value-add ingredients industry Combined Company IFF A global leader in taste and scent Leading Natural capabilities Creative and R&D-led organization Broadest customer base with 60% of sales to local & regional customers (45% in Emerging Markets) Well positioned
Slide 23: Industry Leading Financial Profile
INDUSTRY LEADING FINANCIAL PROFILE Strong platform for enhanced growth and margin expansion RANKING OF PEERS BY 2018 REVENUE (PRE-SYNERGIES) In USD Billions 11 IFF + N&B (1) 7 Peer 1 6 Peer 2 6 Peer 3 (2) 4 Peer 4 Includes ~$300m of cost synergies 26% 23% (Pre-Synergies) IFF + N&B (1)(3) 23% Peer 1
Slide 24: Transaction Benefits All Stakeholders
TRANSACTION BENEFITS ALL STAKEHOLDERS Competitive and thorough process leading to the selection of IFF Significant value creation opportunities Compelling growth profile benefitting stakeholders and attractive value creation for shareholders over the short, medium and long term Will deliver ~$300 mi
Slide 25: DuPont N&B Snapshot
DUPONT N&B SNAPSHOT Leader in Food Science and Biotechnology Strong Financial Profile Diversified Revenue by Geography (2018A) ~$6B 2019 Estimated Sales(1) ~24% 2019 Estimated Operating EBITDA Margin(1)(2) #1 across active Food & Beverage segments #1 in Probiotics 37% 30% 10% 23% Global Scale 10,000
Slide 26: DuPont N&B Business Overview
DUPONT N&B BUSINESS OVERVIEW Innovation-driven portfolio of high-value, specialty ingredient businesses Nutrition & Biosciences Portfolio Health & Biosciences 39% Food & Beverage 48% Pharma Solutions 13% Business Overview Product Segments End Markets Served World-leading bioscience innovator serving
Slide 27: IFF Snapshot
IFF SNAPSHOT Global leader in natural taste, scent and nutrition Strong Financial Profile Diversified Revenue by Geography (2018A) ~$5B 2019 Estimated Sales ~22% 2019 Estimated EBITDA Margin #2 Flavors and Fragrances player 23% 14% 41% 22% Global Scale 8% annual R&D spend as percent of sales 60% sal
Slide 28: IFF Business Overview
IFF BUSINESS OVERVIEW Global leader in natural taste, scent and nutrition IFF Portfolio Scent 37% Taste 57% Nutrition & Ingredients 6% Business Overview Product Segments End Markets Served Range of natural & synthetic fragrance compounds & ingredients, and cosmetic actives for Home & Personal Care p
Slide 29: Redefining the Industry Together
REDEFINING THE INDUSTRY TOGETHER Leading positions in Food & Beverage, Home & Personal Care, Health & Wellness A clear leader in the categories where we compete Shared focus on consumer-oriented end-markets Compelling value proposition to customers in line with consumer demand Powerful R&D platform
Slide 30: Leader Across Attractive Markets
LEADER ACROSS ATTRACTIVE MARKETS Breadth of capability & exposure establishes strong competitive position Category Leader Position Participates in the category IFF + DuPont N&B Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Flavor & Fragrance Pharma Health & Bioscience Food Beverage & Functional Solution
Slide 31: Highly Compelling Position with Customers
HIGHLY COMPELLING POSITION WITH CUSTOMERS Clear path to become a partner of choice Strong Representation Across All Customer Sets Customer Type Combined Company Value Proposition Powerful Trends Global Multinational Champions Industry-leading innovation capabilities Experience with high-growth segme
Slide 32: Technology & Innovation
TECHNOLOGY & INNOVATION Expanded capabilities through R&D and innovation platforms Focused Technology & Innovation Platforms Demand Across Shared End Markets NATURALS & BEYOND BIOTECHNOLOGY INGREDIENTS PROCESS TECHNOLOGY DELIVERY SYSTEMS FOOD SCIENCE & APPLICATION ACTIVE COSMETICS ADVANCED ANALYTICA
Slide 33: Differentiated Solutions: A Clear Advantage
DIFFERENTIATED SOLUTIONS: A CLEAR ADVANTAGE Complementary capabilities and expertise in shared end-markets Demand Across Shared End-Markets Illustrative Product Examples Food & Beverage Health & Wellness Home & Personal Care Accelerates speed to market with enhanced outcomes IFF Product Offering DuP
Slide 34: A New Global Leader
A NEW GLOBAL LEADER Differentiated product portfolio and balanced geographic footprint PRO FORMA PORTFOLIO 2018A SALES PRO FORMA GEOGRAPHIC SPLIT 2018A SALES Source: Company information 1. IFF 2018 sales are pro forma for the acquisition of Frutarom, PF revenue split by region calculated by applying
Slide 35: Significant Synergy Opportunities
SIGNIFICANT SYNERGY OPPORTUNITIES Combination provides strong value creation Cost Synergies Revenue Synergies MANUFACTURING ~10% EFFICIENCIES STREAMLINING OVERHEAD ~40% PROCUREMENT ~50% Total Year 3 ~$300M LEVERAGE DIRECT TO CONSUMER ~10% DISTRIBUTION MODEL ACCELERATE DUPONT N&B SOLUTIONS ~25% WITH
Slide 36: Pro Forma Capital Structure
PRO FORMA CAPITAL STRUCTURE Pro forma leverage of approximately 4.0x net debt / adjusted EBITDA at close Targeting deleveraging <3.0x by year two post-transaction close Commitment to maintaining investment grade credit rating Commitment to current dividend policy
Slide 37: Long-Term Outlook
LONG-TERM OUTLOOK Compelling upside driven by base plans and synergies Financial Targets 1 Mid single-digit topline growth 2 Significant margin enhancement 3 High single-digit EBITDA growth 4 Highly cash generative business
Slide 38: IFF & DuPont N&B Integration
IFF & DUPONT N&B INTEGRATION Shared experience in integration execution with ample time for planning SHARED CULTURE AND FOCUS ON INTEGRATION Disciplined process-oriented companies Full year for joint planning process Both teams bring depth of experience Plan to establish integration team with leader
Slide 39: A Powerful Combination
A POWERFUL COMBINATION Redefining the value-add ingredients industry Combined Company IFF A global leader in taste and scent Leading Natural capabilities Creative and R&D led organization Broadest customer base with 60% of sales to local & regional customers (45% in Emerging Markets) Well positioned
Slide 40: IFF to Combine with DuPont Nutrition & Biosciences
IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019
Slide 41: Appendix: DuPont FY2019 Guidance
APPENDIX: DUPONT FY2019 GUIDANCE R EAFF IR MS F Y19E PR O F ORM A AD J UST ED EPS* OF $3.77 TO $3. 82 Comments Macro-related weakness includes impact of demand-driven softness, primarily in the T&I segment, as well as higher costs on lower production volumes. FY19 gains of ~$0.25 associated with cus
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