International Flavors & Fragrances (NYSE: IFF) (Euronext Paris: IFF) (TASE: IFF) and DuPont (NYSE: DD), building on the previously announced merger between IFF and DuPont’s Nutrition & Biosciences (N&B) business, have shared the new guiding purpose and vision, operating model and Executive Committee for the intended combined company. The companies continue to expect that the transaction will close in the first quarter of 2021.
The combined company will be formed upon the merger closing, subject to IFF shareholder approval, regulatory approval and customary closing conditions.
"The past few months have affirmed the essential role our respective businesses play in delivering industry-leading solutions to our partners around the world. Our teams have risen to the challenge in a way that gives me even greater confidence in the potential of IFF and N&B to shape the future of our industry together," said Andreas Fibig, IFF chairman and chief executive officer, who will continue these roles with the combined company. "Our joint Integration Management Office has remained closely focused on developing the plans and structures to bring our combination with N&B to life. We are thrilled to announce the progress that we have made to identify a leadership team comprising the best-of-both organizations and an operating philosophy that builds on our combined deep histories of creativity, innovation and caring for our communities. This is a truly transformative moment for us and one that will present tremendous opportunities for all our stakeholders, including our employees, customers and shareholders."
"I am proud of the hard work that our teams have done to build the foundation needed to bring IFF and N&B together while continuing to manage our respective global businesses through these challenging times," said Ed Breen, DuPont executive chairman and chief executive officer, and incoming board member of the combined company. "The future executive team for the combined company is comprised of highly qualified leaders with deep knowledge and expertise in their respective areas. Together, this balanced team is well-equipped to position the new company for growth and unlock the long-term value of the IFF and N&B combination."
Guiding purpose and vision
The combined company will be guided by a purpose and vision that touches on the core strengths of each business, helping unify the future organization toward one shared goal. The combined company’s purpose, Applying science and creativity for a better world, continues to push past traditional industry boundaries and commits to be a force for a better and more sustainable future. Core to the combined company’s strategy for success, a central vision will guide future strategy and initiatives: Be the partner for essential solutions. With this simple statement, the combined company declares that it intends to play a vital leadership role in the global food, beverage, beauty, household, personal care, and pharmaceutical supply chains and is committed to doing more good for its customers, its people and its communities.
Commented Fibig, "Together with N&B, new IFF will be an extraordinary business with an extraordinary team around the world, so we need a purpose and a vision that can guide us to even greater heights. Each time that IFF has set a new aspiration, we have worked together to exceed our expectations and work side-by-side with our customers to change our industry. We will drive greater R&D discoveries, expand our customers’ opportunities by creating the industry’s first truly integrated solutions and change our communities, and our world, for the better."
Operating model
The combined company’s organizational and go-to-market model will leverage the capabilities and offerings of both organizations to create a sustainable framework that best-positions their teams, customers and shareholders for success on Day One and well into the future. With best-in-class capabilities and talent, the combined company will be uniquely positioned to successfully integrate both businesses and meet synergy commitments, anticipate customer needs faster and deliver on its long-term growth and profitability goals.
The organization will include four divisions:
The value of each division reflects 2019 net sales on a combined company pro forma basis per the unaudited condensed combined pro forma financial information of IFF and Nutrition & Biosciences in IFF’s registration statement on Form S-4 and Nutrition & Biosciences registration statement in Forms S-1 and S-4, each as initially filed with the US Securities Exchange Commission on May 7, 2020.
Taste, Food & Beverage
Bringing together 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. As the combined company’s largest division and with significant opportunity in integrated solutions, Chairman and CEO Andreas Fibig intends to be actively involved in guiding this division to achieve the compelling benefits of this combination.
Scent
Composed of IFF’s Scent division, the combined company’s Scent division will represent approximately $2.0 billion in pro forma 2019 net sales for the combined company. The Scent offering includes Fine Fragrance, Consumer Fragrance and Cosmetic Actives segments, as well as natural and synthetic ingredients.
Health & Biosciences
The combined company’s Health & Biosciences (H&B) division will represent approximately $2.3 billion in pro forma 2019 net sales for the combined company. This division will contain N&B’s current Health & Biosciences 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, Fibers; Cultures, Food Enzymes; Home & Personal Care; Animal Nutrition; Biorefineries and Microbial Control.
Pharma Solutions
The Pharma Solutions division at the combined company, composed of N&B’s current Pharma Solutions business, will represent approximately $0.8 billion in pro forma 2019 net sales for the combined company. This portfolio will include N&B’s leading functional excipients for pharma and dietary supplements, as well as cellulosic products for industrial applications. This offering will provide specific solutions such as: controlled and immediate release dosage formats, soft and hard capsules and alginates for anti-reflux applications.
A new Integrated Solutions Center of Excellence will be created to focus on incubating new business opportunities in total product solutions. In addition, IFF will establish a Center for Commercial Excellence to support business and commercial teams through development of best practices, customer insights analysis, resource deployment and the optimization of pricing strategies and solutions. Each group will be led by a newly appointed senior executive that will report to Chairman and CEO Andreas Fibig.
The divisions will be supported by a centrally-led functional excellence model, including Finance, Operations, Research & Development, Human Resources, IT, Investor Relations & Communications and Legal.
Executive Committee
The Executive Committee of the combined company will include:
Andreas Fibig, Chairman and CEO
Mr. Fibig has served as IFF Chairman and Chief Executive Officer since 2014, where he has overseen the organization’s transformational strategy and industry-leading sustainability efforts. He joined the IFF Board in 2011.
Rustom Jilla, Executive Vice President, Chief Financial Officer
Mr. Jilla has served as IFF’s Executive Vice President and Chief Financial Officer since January 2020 and brings deep experience in leading global financial organizations. He has held Chief Financial Officer roles for several public companies through his career.
Matthias Haeni, President, Taste, Food & Beverage
Mr. Haeni has led IFF’s Flavors division since 2014, where he has overseen the division’s strategy and commercial and creative execution. He previously held leadership roles for IFF’s Flavors business in EAME and Greater Asia.
Amy Byrick, President, Taste, Food & Beverage
Ms. Byrick has served as Platform Leader, Food and Beverage for N&B since 2019, where she has overseen the company’s specialty food ingredients business. She joined DuPont in 2017 as Global Business Unit Leader for DuPont Nutrition & Health.
Nicolas Mirzayantz, President, Scent
Mr. Mirzayantz has served as lead of IFF’s Fragrances business since 2006, where he is responsible for driving the business’ strategy and execution. Mr. Mirzayantz joined IFF’s Creative Center in Paris in 1988 and has held positions of increased responsibility throughout his 30-year career with the company.
Simon Herriott, President, Health & Biosciences
Mr. Herriott has served as Platform Leader, Health & Biosciences for N&B since 2019. In a 16- year career with DuPont, he has driven top-line growth and operational effectiveness through innovation and supply chain development.
Angela Strzelecki, President, Pharma Solutions
Dr. Strzelecki has served as Platform Leader, Pharma Solutions for N&B since 2019. Over a nearly 30-year career at DuPont, she has held roles of increased responsibility across the company’s diverse business divisions.
Greg Yep, Executive Vice President, Global Integrated Solutions Officer
Dr. Yep has served as IFF’s Executive Vice President, Chief Global Scientific & Sustainability Officer since 2016, a role in which he guides the company’s commercially focused global R&D strategy and leads the company’s global sustainability efforts.
Greg Soutendijk, Senior Vice President, Commercial Excellence
Mr. Soutendijk has served as IFF’s Head of Corporate Development since 2015 and has played a key role in IFF’s transformational strategy to move into integrated solutions. He previously led the successful acquisition of Frutarom.
Angela Naef, Executive Vice President, Chief Research & Development Officer
Dr. Naef has led N&B’s Global Technology & Innovation organization since 2015 and currently co-leads the joint Integration Management Office (IMO), overseeing the broader vision and strategy for bringing IFF and the N&B business together. She holds a Ph.D. in Physical Chemistry from University of California, Davis.
Susana Suarez Gonzalez, Executive Vice President, Chief Human Resources and Diversity & Inclusion Officer
Dr. Suarez Gonzalez has served as Executive Vice President, Chief Human Resources Officer at IFF since 2016, a role in which she is responsible for IFF’s Human Capital strategy. Since joining the organization, she has championed the growth and development of IFF people aligning HR to IFF’s business strategy while launching a solid D&I platform.
Francisco Fortanet, Executive Vice President, Global Operations Officer
Mr. Fortanet has served as IFF’s Executive Vice President, Operations since 2012, where he has broad-scale responsibilities for IFF’s global operations, ranging from procurement through manufacturing. He joined IFF in 1995.
Vic Verma, Executive Vice President, Chief Information Officer
Mr. Verma has served as IFF’s Chief Information Officer since 2016. He is responsible for delivering on the company’s global information technology strategy, the digital technology transformation program and overseeing infrastructure, data, application delivery and end user services across the enterprise.
Michael DeVeau, Senior Vice President, Chief Investor Relations & Communications Officer
Mr. DeVeau has led IFF’s Investor Relations and Communications groups, while serving as Chief of Staff, since 2014. In these roles, he has built a robust investor engagement and corporate communications program, while overseeing IFF’s reputation management efforts. Since joining the organization in 2009, Mr. DeVeau has held several roles in communications, investor relations, finance and corporate strategy.
Etienne Laurent, Senior Vice President, Finance & Corporate Strategy
Mr. Laurent has served as Divisional CFO for N&B since 2014, leading the division’s finance function, acquisition and integration processes, and preparing for external reporting communication cycles. In his role with the combined company, he will report to CFO Rustom Jilla for his financial planning & analysis responsibilities and to Chairman and CEO Andreas Fibig for corporate strategy matters.
Jennifer Johnson, Executive Vice President, General Counsel
Dr. Johnson has led N&B’s legal department since 2019 and has held various legal leadership roles since she joined DuPont in 2013. She has driven critical litigation wins, significant changes to N&B’s patent strategy, and complex M&A transactions. She holds a Ph.D. in Plant Biology from University of California, Berkeley.
Anne Chwat, IFF’s current Executive Vice President, General Counsel and Corporate Secretary, has informed us of her desire to retire from the Company in early 2021. She has agreed to remain with the Company for a period following the consummation of the transaction to work with Ms. Johnson to ensure a smooth integration and transition.
Dr. Matthias Heinzel, President, Nutrition & Biosciences will continue to lead the N&B segment for DuPont and work closely with Andreas Fibig on the integration until the close of the transaction, at which time he will leave DuPont to pursue other opportunities as a chief executive.
Board of Directors
IFF and DuPont also announced progress in creating the board of directors for the new company.
As previously announced, DuPont Executive Chairman and CEO, Ed Breen, will join the board of the combined company as a DuPont designee following the close of the transaction and will serve as Lead Independent Director starting June 1, 2021. The companies announced two additional DuPont director designees today. The full board of directors will be named prior to close of the transaction.
Dr. Matthias Heinzel, N&B President, will be appointed to join the Board of Directors of IFF following the close of the transaction. Under his leadership, Mr. Heinzel has strategically transformed the N&B business driving customer-focused innovation, operational effectiveness and multiple business integrations. As an independent director, his extensive global management experience and deep knowledge of the industry will support the future Company as it unlocks the value of the merger.
Carol A. (John) Davidson will also be appointed to join the Board of Directors of the future combined company following the close of the transaction. Mr. Davidson is a CPA with more than 30 years of leadership experience across multiple industries. He has held a variety of leadership roles at Tyco International Ltd. and Dell Inc. and financial leadership roles at Eastman Kodak Company. Mr. Davidson is the lead independent director for Legg Mason and serves on the Board of TE Connectivity.
Fibig concluded, "It is clear that IFF and N&B bring together best-in-class talent, industry-leading capabilities and unmatched insight to anticipate what will be essential to tomorrow’s consumers. I want to thank Anne for her many years of service and her continued dedication in guiding our teams through this merger. Her impact on IFF is impossible to measure. I am also encouraged by the world-class board of directors we are beginning to assemble for our new company with Ed, Matthias and John. With this team, I know our combined company will chart a new path forward for our industry and have a powerful impact on the world around us."
The transaction is subject to approval by IFF shareholders and customary closing conditions, including regulatory approvals. The companies secured U.S. antitrust approval for the pending combination in March 2020. As part of the transaction, IFF’s largest shareholder, Winder Investments, has agreed to vote in favor of the transaction. The parties continue to target closing the deal in the first quarter of 2021.
Additional information about the combination of IFF and N&B can be found at www.strongerinnovationtogether.com.
