International Flavors & Fragrances, Inc. · NYSE:IFF
International Flavors & Fragrances — Merger or Acquisition (December 2019)
25 slides from International Flavors & Fragrances's merger presentation, Dec 17, 2019
Slide 1: IFF to Combine with DuPont Nutrition & Biosciences
Exhibit 99.2 IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019Exhibit 99.2 IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019
Slide 2: 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 3: Cautionary Statement
CAUTIONARY STATEMENT (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) th
Slide 4: Cautionary Statement: Additional Information and Where to Find It
CAUTIONARY STATEMENT 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
Slide 5: Transaction Summary
TRANSACTION SUMMARY Key takeaways (1) • IFF and DuPont Nutrition and Biosciences unit (N&B) to combine in a Reverse Morris Trust transaction valued at $26.2B Structure • Transaction value represents a multiple of ~18x 2019 estimated pro-forma EBITDA excluding synergies and a multiple of ~15x includi
Slide 6: A Powerful Combination
A POWERFUL COMBINATION Redefining the value-add ingredients industry Combined Company IFF DuPont N&B Broader • Leading value-added ingredients and • A global leader in taste and scent Set of Ingredients and Solutions solutions provider • Leading Natural capabilities • #1 or 2 positions in cultures,
Slide 7: 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 7 6 6 4 (1) (2) IFF + N&B Peer 1 Peer 2 Peer 3 Peer 4 RANKING OF PEERS BY 2018 EBITDA MARGIN Includes ~$300m of cost synergies 26% 23% 20% 2
Slide 8: Transaction Benefits All Stakeholders
TRANSACTION BENEFITS ALL STAKEHOLDERS Strong Corporate Competitive Governance and thorough • Andreas Fibig to serve as Chairman & CEO process leading • Balanced board with equal to the selection Significant value composition from IFF and DuPont; Breen as Lead of IFF creation opportunities Independen
Slide 9: DuPont N&B Snapshot
DUPONT N&B SNAPSHOT Leader in Food Science and Biotechnology Strong Financial Profile Diversified Revenue by Geography (2018A) ~$6B ~24% 30% 37% 2019 Estimated 2019 Estimated Operating EBITDA 23% (1) Sales (1)(2) Margin 10% #1 across active Food & Beverage segments #1 in Probiotics Global Scale 10,0
Slide 10: DuPont N&B Business Overview
DUPONT N&B BUSINESS OVERVIEW Innovation-driven portfolio of high-value, specialty ingredient businesses Nutrition & Biosciences Portfolio Health & Biosciences Food & Beverage Pharma Solutions 39% 48% 13% Business World-leading bioscience innovator serving Broadest portfolio of natural and plant-base
Slide 11: IFF Snapshot
IFF SNAPSHOT Global leader in natural taste, scent and nutrition Strong Financial Profile Diversified Revenue by Geography (2018A) ~$5B ~22% 41% 23% 2019 Estimated 2019 Estimated 22% Sales EBITDA Margin 14% #2 Flavors and Fragrances player Global Scale 60% ~20% 8% 110+ 39,000+ annual R&D spend as ma
Slide 12: IFF Business Overview
IFF BUSINESS OVERVIEW Global leader in natural taste, scent and nutrition IFF Portfolio Scent Taste Nutrition & Ingredients 37% 57% 6% Business Range of natural & synthetic fragrance Range of flavor compounds and natural Suite of natural product offerings Overview compounds & ingredients, and cosmet
Slide 13: Redefining the Industry Together
REDEFINING THE INDUSTRY TOGETHER Leading positions in Food & Beverage, Home & Personal Care, Health & Wellness A clear Shared Compelling Powerful Strength in leader focus value R&D shared in the categories on consumer- proposition platform cultures where we oriented end- to customers with clear path
Slide 14: Leader Across Attractive Markets
LEADER ACROSS ATTRACTIVE MARKETS Breadth of capability & exposure establishes strong competitive position Category Leader Position IFF + Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 DuPont N&B ✔ Participates in the category (1) Functional Solutions✔✔ Emulsifiers & Lecithin✔ (2) Sweeteners✔ (2) Plant Pr
Slide 15: 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 Global Multinational New & Emerging Brands; Regional Leaders Champions Private Label • Industry-leading innovation • In-depth consumer insights • End-to-end
Slide 16: Technology & Innovation
TECHNOLOGY & INNOVATION Expanded capabilities through R&D and innovation platforms Focused Technology & Innovation Platforms Demand Across Shared End Markets 50+ NATURALS DELIVERY MODULATION & BEYOND SYSTEMS Research, Creative & Application Centers 30+ Human Clinical Trials In Flight FOOD SCIENCE PH
Slide 17: 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 IFF Product Offering DuPont N&B Product Offering Food & Texturants (Mouth feel) Beverage Binders (“Glue” ingredients together) Pla
Slide 18: 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 Nutrition Greater Food & Taste Asia 3% Beverage 22% 26% EMEA 26% 35% Pro 2018 Forma Sales Latin 13% America 7% 17% Pharma Solutions Scent 2
Slide 19: Significant Synergy Opportunities
SIGNIFICANT SYNERGY OPPORTUNITIES Combination provides strong value creation Cost Synergies Revenue Synergies LEVERAGE DIRECT TO CONSUMER ~10% MANUFACTURING DISTRIBUTION MODEL ~10% EFFICIENCIES ACCELERATE DUPONT N&B SOLUTIONS ~25% WITH TASTE STREAMLINING OVERHEAD ~40% LEVERAGE IFF CUSTOMER BASE FOR
Slide 20: Pro Forma Capital Structure
PRO FORMA CAPITAL STRUCTURE • Pro forma leverage of • Commitment to maintaining approximately 4.0x net investment grade credit debt / adjusted EBITDA at rating close • Targeting deleveraging • Commitment to current <3.0x by year two post- dividend policy transaction close 20PRO FORMA CAPITAL STRUCTU
Slide 21: Long-Term Outlook
LONG-TERM OUTLOOK Compelling upside driven by base plans and synergies 1 Mid single-digit topline growth 2 Significant margin enhancement 3 High single-digit EBITDA growth 4 Highly cash generative business 21 Financial TargetsLONG-TERM OUTLOOK Compelling upside driven by base plans and synergies 1 M
Slide 22: IFF & DuPont N&B Integration
IFF & DUPONT N&B INTEGRATION Shared experience in integration execution with ample time for planning TIMING ALIGNMENT WITH SHARED CULTURE AND FRUTAROM INTEGRATION FOCUS ON INTEGRATION H1 2020: Q3 2020: Q4 2020: Disciplined process-oriented companies Procurement Business 90% Sites Savings Integration
Slide 23: A Powerful Combination
A POWERFUL COMBINATION Redefining the value-add ingredients industry Combined Company IFF DuPont N&B Broader • Leading value-added ingredients and • A global leader in taste and scent Set of Ingredients and Solutions solutions provider • Leading Natural capabilities • #1 or 2 positions in cultures,
Slide 24: IFF to Combine with DuPont Nutrition & Biosciences
IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019IFF TO COMBINE WITH DUPONT NUTRITION & BIOSCIENCES Creates New Global Integrated Solutions Leader December 16, 2019
Slide 25: Appendix: DuPont FY2019 Guidance
APPENDIX: DUPONT FY2019 GUIDANCE R E AF F I R M S F Y 1 9 E P R O F O R M A AD J U S T E D E P S * O F $ 3 . 7 7 T O $ 3 . 8 2 Comments ➢ Macro-related weakness includes $0.39 ($0.49) impact of demand-driven softness, $4.05 2018 primarily in the T&I segment, as Discrete $3.80 ($0.17) $0.02 well as h
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