13:48 PM | May 11, 2020 | Rebecca Coons
DuPont and International Flavors & Fragrances (IFF) have announced the structure and executive leadership for the planned merger of IFF and Dupont’s Nutrition and Biosciences (N&B) businesses in the first quarter of 2021.
The organization will comprise four divisions. Taste, Food & Beverage will combine IFF’s Taste division and N&B’s Food & Beverage segment; Taste, Food & Beverage will represent approximately $6.1 billion in pro forma 2019 net sales for the combined company. IFF’s Taste offering includes flavor compounds and natural taste solutions, such as Savory Solutions and Inclusions. N&B’s food and beverage portfolio includes natural and plant-based specialty food ingredients, such as Functional Solutions, Protein Solutions, and Emulsifiers & Sweeteners. The Scent division will comprise IFF’s Scent division, which represents approximately $2 billion in pro forma 2019 net sales. It includes Fine Fragrance, Consumer Fragrance, and Cosmetic Actives segments, as well as natural and synthetic ingredients.
Health & Biosciences will combine N&B’s current Health & Biosciences (H&B) business, with the exception of food protection, which will become part of the combined company’s Taste, Food & Beverage division. IFF’s legacy Health Ingredients and parts of Natural Products Solutions will also become part of the new H&B division. This portfolio will include sustainable, clean-label, and high-performance solutions such as probiotics, infant nutrition, HMO, and fibers; cultures and food enzymes; home and personal care; animal nutrition; biorefineries; and microbial control. The division represents approximately $2.3 billion in pro forma 2019 net sales for the combined company.
Pharma Solutions will comprise N&B’s current Pharma Solutions business, with approximately $800 million in pro forma 2019 net sales for the combined company. This portfolio will include N&B’s functional excipients for pharma and dietary supplements, as well as cellulosic products for industrial applications. The division includes controlled- and immediate-release dosage formats, soft and hard capsules, and alginates for antireflux applications.
The deal, which values N&B at $26.2 billion, is expected to close in the first quarter of 2021. DuPont shareholders will own 55.4% of the shares of the combined company and existing IFF shareholders will own 44.6%. The deal will be structured as a Reverse Morris Trust transaction that will be tax-free to DuPont shareholders. Upon completion of the transaction, DuPont will also receive a one-time $7.3-billion special cash payment, subject to certain adjustments.
The executive committee of the combined company will include Andreas Fibig as chairman and CEO. He is currently IFF chairman and CEO. Rustom Jilla, IFF’s executive vice president and CFO, will remain in that role at the combined company. Matthias Haeni, who has led IFF’s flavors division since 2014, will be named president, Taste, Food & Beverage. Amy Byrick, who currently oversees N&B’s specialty food ingredients business, will become president, Taste, Food & Beverage. Nicolas Mirzayantz, who has led IFF’s fragrance business since 2006, will become president, Scent of the combined business. Simon Herriott, currently platform leader of N&B’s health and biosciences unit, will be president, Health & Biosciences of the combined business.