CCI gives nod to IFF acquisition of DuPont business

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Trilegal advised International Flavors and Fragrances (IFF) and DuPont when the Competition Commission of India (CCI) gave its unconditional approval of IFF’s US$26.2 billion acquisition of DuPont’s Nutrition and Biosciences (N&B) business. The CCI gave its approval on 18 September.

The acquisition – essentially a merger of IFF with DuPont N&B, which is to be spun into a new company set up by DuPont – was announced on 15 December 2019 and is expected to close in the first quarter of 2021.

Trilegal partner Nisha Kaur Uberoi, who heads the firm’s competition law practice, told India Business Law Journal: “The proposed transaction was a complex multi-jurisdictional filing across 14 jurisdictions. Given the assessment of complex markets in the food and biosciences segment for India, the CCI has done a commendable job of ensuring a timely review in line with its global counterparts.”

Trilegal’s team also included counsel Rahul Satyan, senior associate Mathew George, and associates Sarthak Pande, Ankita Dhawan and Simran Kathuria.

The deal is being executed as a so-called Reverse Morris Trust transaction, and upon completion DuPont shareholders will own 55.4% of the combined company, and IFF’s shareholders will own 44.6%. In addition, DuPont will receive a one-time US$7.3 billion cash payment, subject to adjustments.

Cleary Gottlieb Steen & Hamilton was legal counsel to IFF, and Skadden Arps Slate Meagher & Flom was legal counsel to DuPont on the merger.

Both New York Stock Exchange-listed (NYSE) DuPont and IFF (listed on the NYSE, Tel Aviv Stock Exchange and Euronext Paris) said the new company was expected to be equipped to deliver “in-demand differentiated solutions for more natural, healthy products to an expanded customer base”.