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
Regulatory News:
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20191219005713/en/
Michael DeVeau Head of Investor Relations and Communications
& Divisional CFO, Scent 212.708.7164 Michael.DeVeau@iff.com