IFF’s $45.4 Billion Merger With DuPont Nutrition & Biosciences

Cleary Gottlieb is advising long-time client IFF (NYSE: IFF; Euronext Paris: IFF; TASE: IFF) in its announced definitive merger agreement with DuPont (NYSE: DD) for the merger of IFF and DuPont’s Nutrition & Biosciences (N&B) business in a Reverse Morris Trust transaction.

The deal values the combined company at $45.4 billion on an enterprise value basis, reflecting a value of $26.2 billion for the N&B business based on IFF’s share price as of December 13, 2019.

Under the terms of the agreement, which has been unanimously approved by both boards of directors, DuPont shareholders will own 55.4% of the shares of the new company and IFF shareholders will own 44.6%. Upon completion of the transaction, DuPont will receive a one-time $7.3 billion special cash payment, subject to certain adjustments.

For further information, please see the official press release here.