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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 3, 2000
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Date of Report (Date of earliest event reported)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4858 13-1432060
(Commission File Number) (IRS Employer Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 765-5500
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(Registrant's telephone number, including area code) (Zip Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On Friday, November 3, 2000, at 12:00 midnight, the cash tender offer
(the "Offer") by B Acquisition Corp. ("Merger Subsidiary"), a Virginia
corporation and a wholly owned subsidiary of International Flavors &
Fragrances Inc. ("IFF"), for all of the outstanding shares of common stock,
par value $1.00 per share ("BBA Common Stock"), of Bush Boake Allen Inc., a
Virginia corporation ("BBA") expired. On November 6, 2000, Merger
Subsidiary accepted for payment 18,833,316 shares, or approximately 97% of
the outstanding shares, of BBA Common Stock at $48.50 per share. The Offer
was effected pursuant to an Agreement and Plan of Merger, dated as of
September 25, 2000 (the "Merger Agreement"), among BBA, IFF and Merger
Subsidiary.
Following the Offer, on November 9, 2000, Merger Subsidiary merged
with and into BBA pursuant to Section 13.1-719 of the Virginia Stock
Corporation Act, and BBA became a wholly owned subsidiary of IFF, with each
remaining outstanding share of BBA Common Stock converted into the right to
receive $48.50 per share pursuant to the Merger Agreement.
IFF acquired all of the outstanding shares of BBA Common Stock for an
aggregate consideration of approximately $970 million in cash. The purchase
price of $48.50 for each share of BBA Common Stock was established by
negotiation at the time of the Merger Agreement.
The acquisition consideration was paid by IFF from funds borrowed
under a credit facility provided by Citibank and Salomon Smith Barney and
from proceeds from the issuance of commercial paper.
BBA, which conducts operations on six continents, has 60 locations in
38 countries worldwide. BBA supplies flavors and fragrances to the world's
leading consumer products companies for use in foods, beverages, soaps and
detergents, cosmetics, toiletries, personal care items and related
products. Its aroma chemicals, natural extracts and essential oils serve as
raw materials for a wide range of compounded flavors and fragrances. BBA
had 1999 worldwide sales of $499 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this Item are not included in
this initial report on Form 8-K. Any required financial statements will be
filed by amendment hereto not later than January 17, 2000.
(b) Pro forma financial information.
Pro forma financial information required by this Item is not
included in this initial report on Form 8-K. Any required pro forma
financial information will be filed by amendment hereto not later than
January 17, 2000.
(c) Exhibits:
Exhibit No. Description
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99 Press Release, dated November 9, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Senior Vice President, General
Counsel and Secretary
Dated: November 9, 2000
EXHIBIT INDEX
Exhibit No. Description
99 Press Release, dated November 9, 2000
INTERNATIONAL FLAVORS & FRAGRANCES COMPLETES
ACQUISITION OF BUSH BOAKE ALLEN
New York, New York, November 9, 2000 - International Flavors &
Fragrances Inc. (NYSE: IFF) announced today that it completed its
previously announced acquisition of Bush Boake Allen Inc. by merging a
wholly owned subsidiary into Bush Boake Allen. As a result of the merger,
which became effective today, each outstanding share of Bush Boake Allen
common stock not owned by IFF was converted into the right to receive
$48.50 in cash, without interest. IFF expects that Bush Boake Allen common
stock will cease to trade on the New York Stock Exchange as of the close of
business on Thursday, November 9, 2000.
Payment of $48.50 per share in cash will be made following the
merger upon proper presentation of certificates formerly representing
shares to The Bank of New York, Paying Agent for the merger, together with
a properly completed letter of transmittal. Transmittal materials will be
sent to stockholders following the merger.
IFF is the world's leading creator and manufacturer of flavors and
fragrances used by others to impart or improve flavor or fragrance in a
wide variety of consumer products. IFF has sales, manufacturing and
creative facilities in more than 35 countries worldwide with sales of $1.44
billion in 1999.
Bush Boake Allen, which conducts operations on six continents, has
60 locations in 38 countries worldwide. Bush Boake Allen supplies flavors
and fragrances to the world's leading consumer products companies for use
in foods, beverages, soaps and detergents, cosmetics, toiletries, personal
care items and related products. Its aroma chemicals, natural extracts and
essential oils serve as raw materials for a wide range of compounded
flavors and fragrances. Bush Boake Allen had 1999 worldwide sales of $499
million.