UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 1 9, 2019 ( )
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| |
|
| ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| |
|
| ||
| |
|
| ||
| |
|
| ||
| |
|
| ||
| |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b)
On December 16, 2019, International Flavors & Fragrances Inc. (the “Company”) appointed Richard A. O’Leary to the role of Executive Vice President, Integration Officer of the Joint Integration Office in connection with the Company’s previously announced merger with DuPont’s Nutrition & Biosciences (N&B) business. In this role, Mr. O’Leary will oversee the Company’s strategic planning efforts to integrate the N&B business with the Company. In connection with this appointment, Mr. O’Leary will step down from his role as the Company’s Executive Vice President and Chief Financial Officer effective January 20, 2020.
The Company has also announced that Rustom Jilla will join its management team as Executive Vice President and Chief Financial Officer, effective January 20, 2020.
Mr. Jilla, 58, joins the Company from MSC Industrial Supply Co.., where he most recently served as Executive Vice President and Chief Financial Officer since July, 2015. Prior to that, Mr. Jilla served as Chief Financial Officer of Dematic Group, a global provider of warehouse logistics and inventory management solutions, from April 2013 through September 2014. From September 2002 to April 2013, Mr. Jilla served as Chief Financial Officer of Ansell Limited. Mr. Jilla received an M.B.A. in finance and corporate policy & management from the Wharton School of Business at the University of Pennsylvania and a bachelor’s degree in commerce from the University of Sri Jayewardenepura in Sri Lanka. He is also a Chartered Accountant (Sri Lanka) and Chartered Management Accountant (United Kingdom). Mr. Jilla will become a member of the Company’s Executive Committee.
There is no arrangement or understanding between Mr. Jilla and any other person pursuant to which Mr. Jilla has been appointed as the Company’s Chief Financial Officer. There are no family relationships between Mr. Jilla and any of the Company’s directors or executive officers, and Mr. Jilla is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company regarding these matters is being furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.
(c)
The information set forth above is incorporated by reference into this Item.
(e)
In connection with his appointment, Mr. Jilla has agreed to a base salary of $570,000, an annual target bonus opportunity of 80% of his base salary and a sign-on equity grant with a value of $1,100,000 as of the date of grant.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |||
| 99.1 |
Press release issued by International Flavors & Fragrances Inc. on December 19, 2019. | |||
| 104 |
This cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
| By: |
/s/ Anne Chwat | |
| Anne Chwat | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Date: December 19, 2019
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||
| Contact: | ||
| Michael DeVeau | ||
| Head of Investor Relations and Communications & Divisional CFO, Scent | ||
| 212.708.7164 | ||
| Michael.DeVeau@iff.com | ||
|
| |
| IFF Announces First Milestone to Successfully | ||
| Integrate with DuPont’s Nutrition & Biosciences Business | ||
| Current CFO Richard O’Leary Named EVP, Integration Officer for IFF; Takes on Key Leadership Role in Integrating IFF and N&B to Create Global Ingredients and Solutions Leader | ||
| Rustom Jilla Appointed as IFF EVP, Chief Financial Officer Effective January 20, 2020 | ||
| NEW YORK – December 19, 2019 – IFF (NYSE: IFF) (Euronext Paris: IFF) (TASE: IFF), a leading innovator of taste, scent, nutrition & ingredients, today announced that Rustom Jilla has been named Chief Financial Officer, effective January 20, 2020. Mr. Jilla will succeed current Chief Financial Officer Richard O’Leary, who has been appointed as IFF’s EVP Integration Officer of the Joint Integration Office in connection with IFF’s previously announced merger with DuPont’s Nutrition & Biosciences (“N&B”) business. Mr. O’Leary will work closely with Mr. Jilla to ensure a smooth and successful transition into the Chief Financial Officer role and the two will further collaborate to execute the companies’ merger integration roadmap. | ||
| In his new role as EVP, Integration Officer, Mr. O’Leary will oversee IFF’s strategic planning efforts to integrate N&B with IFF, as the two organizations work to successfully close the historic merger by the first quarter 2021. As previously announced, as part of the IFF and N&B transaction, the combined entity expects to realize cost synergies of approximately $300 million on a run-rate basis by the end of the third year post-closing and has targeted more than $400 million in run-rate revenue synergies. Mr. O’Leary remains a member of IFF’s Executive Committee and will continue to be based in New York. | ||
| “Rich is an integral member of IFF management and has been at the core of our transformative combination with DuPont N&B,” said Andreas Fibig, Chairman and CEO of IFF. “His deep institutional knowledge, insights and perspectives – both financially and strategically – will be enormously valuable as he takes on his new role leading our integration team. His appointment represents the clear first step in the planning process to bring IFF together with N&B and ultimately bring this combination to life.” | ||
| Mr. Fibig added: “I am delighted that Rustom will be joining our team at such an important moment for IFF. He brings a strong track record of operational and financial leadership across several international markets, with significant experience in managing global finance teams, developing strategy, driving efficiency initiatives and completing acquisitions. I am confident we will benefit from his significant expertise as a long-standing public CFO as we begin our next phase of growth and execute our combination with N&B.” | ||
|
|
Mr. Jilla is an accomplished CFO with over 30 years of financial management experience with public and private companies. He currently serves as Executive Vice President and Chief Financial Officer of MSC Industrial Supply Co., a premier distributor of Metalworking and Maintenance, Repair and Operations products and services to industrial customers throughout North America. He brings deep global experience in driving transformational change across organizations and delivering commitments. Previously, he served as CFO for Dematic Group, a global provider of warehouse logistics and inventory management solutions. Before that, he was CFO of Ansell Limited, an Australian-listed global leader in protective solutions.
Mr. Jilla received an M.B.A. in finance and corporate policy & management from the Wharton School of Business at the University of Pennsylvania, and a bachelor’s degree in commerce from the University of Sri Jayewardenepura in Sri Lanka. He is also a Chartered Accountant (Sri Lanka) and Chartered Management Accountant (United Kingdom). With this appointment, Mr. Jilla becomes a member of IFF’s Executive Committee and will be based in the Company’s New York City headquarters. | |
| “I am thrilled to be joining the talented and creative team at IFF, especially during such a transformational time for the company,” said Rustom Jilla, newly appointed CFO of IFF. “It’s a privilege to join an organization with such a purpose-driven culture and commitment to excellence. I look forward to working with Rich on a seamless transition and to collaborating with Andreas and the entire IFF team to accelerate our vision and redefine our industry together with N&B.” | ||
| “I join Andreas in welcoming Rustom to the IFF family,” said Rich O’Leary, current CFO of IFF. “He is a very talented leader who will play an instrumental role in this next chapter for IFF. I am grateful for Andreas and the Board for trusting me to lead IFF’s team in integrating our transformative combination with N&B. Our future is bright and with our strategic pathway toward integration already in motion, we will soon be able to deliver on the promise of this combination for our customers, our employees and our shareholders.” | ||
| 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 products our world craves. Learn more at iff.com, Twitter , Facebook, Instagram, and LinkedIn. | ||
| About DuPont | ||
| DuPont (NYSE:DD) is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, health and wellness, food and worker safety. More information can be found at www.dupont.com. | ||
| 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 securities in any jurisdiction in which such offer, solicitation or sale would | ||
|
|
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the proposed combination of Nutrition & Biosciences, Inc. (“N&Bco”), a wholly owned subsidiary of DuPont de Nemours, Inc. (“DuPont”), and International Flavors & Fragrances Inc. (“IFF”), which will immediately follow the proposed separation of N&Bco from DuPont (the “proposed transaction”), N&Bco and IFF intend to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the proposed transaction. In addition, N&Bco expects to file a registration statement in connection with its separation from DuPont. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&BCO AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to shareholders of IFF seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. Free copies of these documents, once available, and each of the companies’ other filings with the SEC may also be obtained from the respective companies by contacting the investor relations department of DuPont or IFF. | |
| 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 “Exchange Act”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “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, the benefits and synergies of the proposed transaction, future opportunities for the combined company and products and any other statements regarding DuPont’s, IFF’s and N&Bco’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, (1) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction, (2) changes in relevant tax and other laws, (3) any failure to obtain necessary regulatory approvals, approval of IFF’s shareholders, anticipated tax treatment or any required financing or to satisfy any of the other conditions to the proposed transaction, (4) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the proposed transaction, (5) risks and costs and pursuit and/or implementation of the separation of N&Bco, including timing anticipated to complete the separation, any changes to the configuration of businesses included in the separation if implemented, (6) risks related to indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (“Historical EID”) in connection with the distribution of Corteva Inc. on June 1, 2019 (the “Corteva Distribution”), (7) potential liability arising from fraudulent conveyance and similar laws in connection with DuPont’s distribution of Dow Inc. on April 1, 2019 and/or the Corteva Distributions (the “Previous Distributions”), (8) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter | ||
|
|
Agreement entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses, (9) uncertainty as to the long-term value of DuPont common stock, (10) potential inability or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade, (11) inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with the accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis, (12) the integration of IFF and its Frutarom business and/or N&Bco being more difficult, time consuming or costly than expected, (13) the failure to achieve expected or targeted future financial and operating performance and results, (14) the possibility that IFF may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all or to successfully integrate Frutarom and N&Bco, (15) customer loss and business disruption being greater than expected following the proposed transaction, (16) the impact of divestitures required as a condition to consummation of the proposed transaction as well as other conditional commitments, (17) legislative, regulatory and economic developments; (18) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)), (19) potential litigation relating to the proposed transaction that could be instituted against DuPont, IFF or their respective directors, (20) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (21) negative effects of the announcement or the consummation of the transaction on the market price of DuPont’s and/or IFF’s common stock, (22) risks relating to the value of the IFF shares to be issued in the transaction and uncertainty as to the long-term value of IFF’s common stock, (23) risks relating to IFF’s ongoing investigations into improper payments made in Frutarom businesses principally operating in Russia and the Ukraine, including expenses incurred with respect to the investigations, the cost of any remedial measures or compliance programs arising out of the investigations, legal proceedings or government investigations that may arise relating to the subject of IFF’s investigations, and the outcome of any such legal or government investigations, such as the imposition of fines, penalties, orders, or injunctions, (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 outcome of legal claims, regulatory investigations and litigation, including any that may arise out of IFF’s ongoing investigations into improper payments made in Frutarom businesses principally operating in Russia and the Ukraine, (26) the ability of N&Bco or IFF to retain and hire key personnel, (27) the risk that N&Bco, as a newly formed entity that currently has no credit rating, will not have access to the capital markets on acceptable terms, (28) the risk that N&Bco and IFF will incur significant indebtedness in connection with the potential transaction, and the degree to which IFF will be leveraged following completion of the potential transaction may materially and adversely affect its business, financial condition and results of operations, (29) the ability to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all, and (30) other risks to DuPont’s, N&Bco’s and IFF’s business, operations and results of operations including from: failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Previous Distributions; security threats, such as acts of |
|
|
sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for DuPont, N&Bco or IFF, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DuPont’s, N&Bco’s or IFF’s intellectual property rights; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the registration statement and merger proxy on 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 be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Further lists and descriptions of risks and uncertainties can be found in each of IFF’s and DuPont’s Form 10-Q for the period ended September 30, 2019 and each of IFF’s and DuPont’s respective subsequent reports on Form 10-Q, Form 10-K and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Any other risks associated with the proposed transaction will be more fully discussed in any registration statement filed with the SEC. While the list of factors presented here is, and the list of factors that may be presented in a registration statement of IFF or N&Bco would be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IFF’s, DuPont’s or N&Bco’s consolidated financial condition, results of operations, credit rating or liquidity. None of IFF, DuPont nor N&Bco assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. | |
|
Participants in the Solicitation
| ||
| This communication is not a solicitation of a proxy from any investor or security holder. However, DuPont, IFF and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of DuPont may be found in its Annual Report on Form 10-K filed with the SEC on February 11, 2019 and its definitive proxy statement filed with the SEC on May 1, 2019. Information about the directors and executive officers of IFF may be found in its definitive proxy statement filed with the SEC on March 18, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statements, prospectuses and proxy statement and other relevant materials to be filed with the SEC when they become available. |