DuPont Inc. (DD) shareholders will receive a majority stake in a new $45.4 billion food ingredients business after International Flavors & Fragrance Inc. (IFF) agreed to a reverse takeover of DuPont Nutrition & Biosciences.
Under the terms of the deal, announced on Sunday, Dec. 15, IFF will swap stock for DuPont shares, leaving the latter’s shareholders with 55.4% of the combined business. DuPont will also receive a one-time $7.3 billion cash payment once the deal closes, boosting the enterprise value of DuPoint N&B in the deal to $26.2 billion.
IFF said the deal will be structured as a Reverse Morris Trust, a structure that will combine a spin-off of the DuPont unit with its acquisition, enabling DuPont to secure the deal on a tax-free basis.
The resulting company, which will trade as IFF, will have pro-forma revenues of $11 billion and Ebitda of $2.6 billion, including expected cost savings and other synergies, making it one of the biggest providers of ingredients to the food and beverage sector as well as a major player in the home, personal care, health and wellbeing sectors.
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