CCI Approves Acquisitions of Sole Control over DuPont De Nemour’s nutrition and Biosciences Business by International Flavors and Fragrances Inc.

On September 18, 2020, CCI approved International Flavors & Fragrances Inc.’s (‘IFF’) acquisition of sole control over Nutrition & Biosciences, Inc. (‘SpinCo’), a recently incorporated company to which DuPont de Nemours (‘DuPont’) would transfer its nutrition & biosciences businesses (‘N&B Business’).[1]

The combination involved the following steps:

i.     DuPont’s N&B Business would be transferred to SpinCo in return for a dividend of USD 7.3 billion paid to DuPont. DuPont would distribute the stock of SpinCo to DuPont’s public shareholders;

ii.    Merger Sub I, a newly incorporated wholly owned subsidiary of IFF, would merge with and into SpinCo, which would become a direct wholly owned subsidiary of IFF. In consideration for the acquisition of SpinCo, IFF would issue new shares of its common stock to SpinCo’s public shareholders such that, following such issuance, SpinCo’s public shareholders will own 55.4 % of IFF. Existing IFF shareholders would own 44.6% of the shares of IFF; and

iii.   SpinCo would be merged with and into a newly incorporated wholly owned subsidiary of IFF, Neptune Merger Sub II LLC1 (‘Neptune’), with Neptune continuing as the surviving entity and as a wholly owned subsidiary of IFF. Resultantly, Neptune would hold the N&B Business.

IFF, a company based in the United States of America, is active worldwide in the development, creation, and sale of flavours and fragrances that are used in consumer goods industries (such as food and beverage, personal care, home care industries). In India, IFF is engaged in the manufacture, trade and sale of fragrances, flavours and related products. It is also engaged in the manufacture and sale of certain food ingredients.

The N&B Business is active worldwide in the development, production, and marketing of food science, taste, and texture applications, and biotechnology products that are used in various industries, including food and beverage, dietary supplements, home and personal care, animal nutrition and pharmaceutical excipients.

CCI noted overlaps between the parties in the production, manufacture, supply and distribution of: (i) antioxidants for food applications; (ii) plant-based proteins; (iii) cosmetic ingredients; and (iv) systems for food and beverages. Only in the segment of sale of plant-based proteins, the combined market share of the parties was 15-20% in terms of value, but the incremental market share was negligible.

There were no existing vertical relationships or supply arrangements between IFF and the N&B Business in India. Further, the parties did not have any direct or indirect shareholding or control over any enterprises which was engaged in the production, distribution or trading or goods or services which constitute a vertical or complementary relationship, in India. Accordingly, CCI granted its approval.

 

[1] Combination Registration No. C-2020/07/756

Published In:Inter Alia Special Edititon - Competition Law - December 2020 [ English
Date: December 18, 2020