IFF Announces Agreement With Sachem Head
IFF has reached an agreement with Sachem Head Capital Management allowing its Managing Partner, Scott Ferguson, the option to join IFF’s Board of Directors between September 10 and December 31, 2021. This move signals IFF's commitment to enhancing shareholder engagement following discussions on maximizing synergies from its merger with DuPont's N&B business. The Board will expand from 13 to 14 directors should Ferguson join. Both IFF's leadership and Sachem Head view this agreement as beneficial for promoting long-term shareholder value.
- Agreement with Sachem Head reflects IFF's commitment to shareholder engagement.
- Potential Board expansion indicates a proactive approach to governance.
- Dependence on external investment management raises concerns about long-term strategic direction.
IFF (NYSE: IFF) today announced that it has reached an agreement with Sachem Head Capital Management LP (“Sachem Head”), under which Sachem Head will have the option for Managing Partner Scott Ferguson to join IFF’s Board of Directors between September 10, 2021 and December 31, 2021. Should Sachem Head choose to have Mr. Ferguson join the IFF Board, the Board would expand from 13 to 14 directors.
“We have engaged in constructive conversations with Sachem Head around our plans to achieve the full potential of our combination with DuPont’s N&B business for the benefit of all shareholders,” said IFF Chairman and Chief Executive Officer, Andreas Fibig. “This agreement reflects our commitment to continued shareholder engagement and long-term value creation as well as to ensuring we achieve the substantial cost and revenue synergies that we have identified in connection with the N&B transaction.”
Scott Ferguson, Managing Partner of Sachem Head, said, “The recent actions taken by IFF underscore the Company’s willingness to take action to generate long-term shareholder value. We appreciate the constructive and open dialogue we have had with IFF’s Board and leadership team.”
“The IFF Board of Directors values the views and input of our shareholders,” added Dale Morrison, Lead Independent Director of IFF. “We believe this agreement is in the best interests of IFF and its shareholders.”
Pursuant to the agreement, Sachem Head has agreed to certain standstill and voting provisions. The complete agreement entered into by IFF and Sachem Head will be included as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission.
About Scott Ferguson
Scott Ferguson is the Founder and Managing Partner of Sachem Head Capital Management, a value-oriented investment management firm based in New York which he started in 2012. Prior to starting Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined pre-launch as the firm's first investment professional. Prior to Pershing Square, Ferguson earned an M.B.A. from Harvard Business School in 2003 and was a Vice President at American Industrial Partners from 1999 to 2001. He was also a business analyst at McKinsey & Company from 1996 to 1999. Ferguson graduated from Stanford University with an A.B. in Public Policy in 1996. He currently serves on the boards of Olin Corporation, Elanco Animal Health Incorporated, and the Henry Street Settlement. He is also a member of the Robin Hood Leadership Council. He is a former director of Autodesk, Inc., a leading design & engineering software company.
Welcome to IFF
At IFF (NYSE: IFF), an industry leader in food, beverage, health, biosciences and sensorial experiences, science and creativity meet to create essential solutions for a better world – from global icons to unexpected innovations and experiences. With the beauty of art and the precision of science, we are an international collective of thinkers who partners with customers to bring scents, tastes, experiences, ingredients and solutions for products the world craves. Together, we will do more good for people and planet. Learn more at iff.com, Twitter , Facebook, Instagram, and LinkedIn.
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