International Flavors & Fragrances Inc. (IFF) Earnings Call Transcript & Summary

Good morning and welcome to this special meeting of shareholders of International Flavors & Fragrances Inc. Please keep in mind at today's remarks IFF may be making forward-looking statements about the company's performance, which can be identified by such terms as expect, anticipate, believes, outlook, guidance, may or similar terms. These statements are based on how IFF sees things today and contain elements of uncertainty. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in IFF's business that could cause actual results and events to differ materially from what is discussed today. For more detailed information about these risks and uncertainties, please refer to the cautionary statement and risk factor disclosures contained in IFF filings with the SEC, including IFF's definitive proxy statement filed with the SEC on July 27, 2020, as amended or supplemented. Please welcome IFF's Executive Vice President, General Counsel and Corporate Secretary, Anne Chwat.

Good morning, ladies and gentlemen. My name is Anne Chwat, and I'm the General Counsel and Corporate Secretary of International Flavors & Fragrances. Welcome to this special meeting of shareholders of IFF. In light of recent developments related to the COVID-19 outbreak and as part of our effort to maintain a safe and healthy environment at our special meeting and to protect the well-being of our shareholders. We are broadcasting our meeting live via webcast. We at IFF would like to extend our best wishes to all that are impacted by the coronavirus. We know that these are unsettling times. If you have not already submitted your proxy or if you have submitted a proxy but wish to change your vote, you will be able to vote during the meeting by using the control number we have provided to you with the proxy materials through the virtual meeting website. You will also be able to submit questions specific to the proposals using our control number. We will only be addressing questions specific to the proposals to be voted on at the meeting. The agenda and rules of conduct appear at the link provided on your screen and at the virtual meeting website. We will conduct the meeting in accordance with these documents. Now I would like to introduce the Chairman of today's meeting, our Chairman and CEO, Andreas Fibig, who will call the meeting to order.

Thank you, Anne, and good day to everyone. I would also like to extend my best wishes to all that are impacted by the coronavirus, and thank all of you for joining us today. It is now shortly after 10:00 a.m. Eastern Daylight Times on August 27, and this meeting is officially called to order. I'm joined by telephone and online by members of our Board and members of our Executive Committee, including Anne Chwat, our General Counsel and Corporate Secretary. Anne will serve as Secretary of this meeting. Finally, we are joined by Chris Woods of American Election Services, who will serve as the inspector of elections of this meeting and has been duly sworn. I will start this morning by describing how we will conduct the meeting. First, there are some statements that must be made regarding notice of the meeting, a presence of quorum and other procedural matters. Then there are the proposals to be voted on. I refer you to the agenda that appears on your screen and on the virtual meeting website. Anne, will you please report on the procedural matters?

Thank you, Andreas. The Board set the close of business on July 13, 2020, as the record date for determining shareholders entitled to vote at this meeting. At the close of business on the record date, IFF had 106,932,133 outstanding shares of common stock, each of which is entitled to one vote. As Andreas mentioned, Chris Woods of American Election Services has been appointed as the inspector of election for this meeting. Mr. Woods has executed an oath of inspector of election. I also present and have available for viewing the affidavit of mailing from Broadridge, the company's mailing agent, showing that the notice of meeting and accompanying proxy materials were distributed to shareholders of record as of the close of business on July 13, 2020, which is the record date fixed for this special meeting, commencing on July 28, 2020. The list of shareholders entitled to vote, the oath of inspector of election and the affidavit of mailing will be filed with the minutes of this meeting. As I mentioned before, there were 106,932,133 shares of IFF common stock outstanding and entitled to vote at this meeting. Accordingly, 53,466,067 shares represented in person or by proxy at this special meeting constitute a quorum. The inspector of election has informed us that based on the number of shares of common stock present at this meeting, either in person or by proxy, a quorum is present. Therefore, the meeting is validly constituted and ready to proceed with business.

Thank you, Anne. The next order of business is a description of the matters being brought before the meeting. Anne, please describe in more detail the matters being considered today.

Thank you, Andreas. As previously noted, the business of this meeting is limited to the proposals that are included in the notice of special meeting and described in the proxy statement. Please refer to the proxy statement for a complete description of each of them. The first proposal is to approve the issuance of IFF common stock pursuant to the merger agreement with DuPont. The second proposal is to approve the adjournment of the special meeting if there are not sufficient votes for the first proposal. So let's move on to the first proposal. Proposal 1, our shareholders are being asked to approve the issuance of IFF common stock in connection with the merger of Neptune Merger Sub I Inc., a wholly owned subsidiary of IFF, with and into Nutrition & Biosciences, Inc., pursuant to the terms of the agreement and plan of merger dated as of December 15, 2019, buying among DuPont de Nemours, Nutrition & Biosciences, Inc., International Flavors & Fragrances, Inc., and Neptune Merger Sub I Inc. Approval of this proposal requires the affirmative vote of a majority of votes cast on this proposal. This requirement means the number of shares of IFF common stock voted for the share issuance must exceed the aggregate number of shares of IFF common stock voted against the share issuance. An abstention from voting will be treated as a vote cast under New York Stock exchange rules and will have the effect of a vote against this proposal. The IFF Board of Directors unanimously recommends that shareholders vote for the approval of the share issuance. Proposal 2, our shareholders are being asked to approve the adjournment of this special meeting for the purpose of soliciting additional votes for the approval of Proposal 1, if it is not approved today. Because the IFF directors believe it is in the best interest of IFF and its shareholders to engage in the transaction, the IFF Board of Directors believes it is in the best interest of IFF and its shareholders to adjourn this special meeting, if necessary, to solicit additional votes for the approval of the share issuance proposal. Similar to Proposal 1, approval of this proposal requires the affirmative vote of the majority of votes cast on this proposal and an abstention from voting will have the effect of a vote against this proposal. The IFF's Board of Directors unanimously recommends that shareholders vote for the proposal to approve the adjournment of the special meeting to solicit additional proxies. Please note if the first proposal is passed, the second proposal will not be necessary. We will now address any questions concerning the proposals that shareholders may have submitted through the webcast portal. If you have not already submitted a question and wish to do so, please enter your question now. Please note that we will not address any questions that do not pertain to the matters presented at this meeting.

It does not appear to be any questions in the queue.

Okay. There being no questions, we will now put the matter to vote. The polls are now open for voting.

Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Shareholders who have sent in proxies are voted via telephone or Internet and do not want to change their vote do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls closed. Anne will now report the preliminary results of the vote.

Yes, I'm happy to do so. The inspector of election has informed us that the preliminary results show that the issuance of IFF common stock pursuant to the merger agreement has been approved. Since the proposal to issue IFF's common stock pursuant to the merger agreement has been approved, the proposal to approve the adjournment of the special meeting, if there are not sufficient votes for the first proposal is moot.

Excellent. Thank you. I want to thank our shareholders for their support and for the trust that they have to put into the IFF team. We will publish the final voting results in the next few days K-filing. As that was the last formal order of business. I declare the meeting adjourned.

Our program for the day has concluded. Thank you all for attending today's meeting and your continuing support of the company.