Benzinga | Feb 1, 2021 06:38AM EST

DuPont Sets Exchange Ratio for its Spin off of Nutrition and Biosciences Business at 0.718 Shares of The Spun Off Business Per Share of DuPont Stock Owned

DuPont (NYSE:DD) announced today the preliminary results of its exchange offer in connection with the previously announced separation of its nutrition and biosciences business (the "N&B Business") and merger of Nutrition & Biosciences, Inc. ("N&B"), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. ("IFF") (NYSE:IFF). DuPont intends to accept, subject to proration, shares of DuPont common stock validly tendered in the exchange offer.

The final exchange ratio for the exchange offer was set at 0.7180 shares of N&B common stock for each share of DuPont common stock that is validly tendered and not properly withdrawn and accepted for exchange. Upon completion of the merger of N&B with a subsidiary of IFF, each share of N&B common stock will be converted into one share of IFF common stock. As a result, DuPont stockholders who tendered shares of DuPont common stock in the exchange offer will receive approximately 0.7180 shares of IFF common stock (subject to the receipt of cash in lieu of fractional shares) for each share of DuPont common stock accepted for exchange.

Exchange Offer Preliminary Results

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 a preliminary count by the exchange offer agent, a total of approximately 369,165,753 shares of DuPont common stock were tendered and not properly withdrawn prior to the expiration of the exchange offer, including approximately 80,609,346 shares tendered pursuant to guaranteed delivery procedures.

Based on the preliminary results under the terms of the exchange offer, DuPont will exchange a total of approximately 197,410,113 shares of DuPont common stock in the exchange offer for the 141,740,461 shares of N&B common stock owned by DuPont.

Based on the total number of shares of DuPont common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, including shares tendered pursuant to guaranteed delivery procedures, the exchange offer was oversubscribed by approximately 171,755,640 shares, resulting in a preliminary proration factor of approximately 52.4563 percent. The preliminary results include an estimated 7,907,187 shares of DuPont common stock tendered by odd-lot stockholders (stockholders who qualified for odd-lot treatment are not subject to proration). Because more than 197,410,113 shares of DuPont common stock were tendered, DuPont will distribute all of the N&B common stock in the exchange offer. As result, there will not be a clean-up spin-off.

DuPont will not be able to determine the final proration factor until after the full expiration of the exchange offer's guaranteed delivery period at 5:00 p.m., New York City time, on February 2, 2021. DuPont will publicly announce the final results, including the final proration factor, which may be different from today's preliminary results and preliminary estimate of the proration factor, after they have been determined. Once the final results of the exchange offer are available, and the calculation of the number of shares of N&B common stock received by each stockholder in the exchange offer is determined, IFF's transfer agent will deliver the appropriate number of shares of IFF common stock, as well as cash in lieu of fractional shares.