Frutarom Shareholders Approve Transaction with IFF by a Majority of 94.6%
“We are pleased that Frutarom shareholders have approved the combination with IFF, marking another milestone on our path to unlock the value creation potential of the combined company,” said IFF Chairman and CEO, Andreas Fibig. “Together, IFF and Frutarom will become a global leader in taste, scent and nutrition, with a broader customer base, more diversified product offerings and increased market penetration. Through our integration planning work, we continue to be confident in the opportunities that lie ahead and the ability of the combination to accelerate profitable growth, enhance free cash flow and generate greater returns for IFF shareholders.”
Upon the closing of the transaction, Frutarom’s shareholders will
receive for each Frutarom share
On
About IFF
About Frutarom
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements regarding IFF’s or Frutarom’s expected future financial
position, results of operations, cash flows, financing plans, business
strategy, budgets, capital expenditures, competitive positions, growth
opportunities, plans and objectives of management and statements
containing the words such as “anticipate,” “approximate,” “believe,”
“plan,” “estimate,” “expect,” “project,” “could,” “should,” “will,”
“intend,” “may” and other similar expressions, are forward-looking
statements. Statements in this communication concerning IFF’s or
Frutarom’s business outlook or future economic performance, anticipated
profitability, revenues, expenses or other financial items, and product
or services line growth, together with other statements that are not
historical facts, are forward-looking statements that are estimates
reflecting management’s best judgment based upon currently available
information. Such forward-looking statements are inherently uncertain,
and stockholders and other potential investors must recognize that
actual results may differ materially from expectations as a result of a
variety of factors, including, without limitation, those discussed
below. Such forward-looking statements are based upon management’s
current expectations and include known and unknown risks, uncertainties
and other factors, many of which IFF and Frutarom are unable to predict
or control, that may cause IFF’s or Frutarom’s actual results,
performance or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. These statements involve risks, uncertainties and other
factors discussed below and detailed from time to time in IFF’s filings
with the
Risks and uncertainties related to IFF’s proposed acquisition of Frutarom include, but are not limited to, the inability to obtain required regulatory approvals for the acquisition, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the acquisition, the risk that a condition to closing of the acquisition may not be satisfied on a timely basis or at all, the failure of the proposed transaction to close for any other reason, uncertainties as to access to available financing (including financing for the acquisition or refinancing of IFF or Frutarom debt) on a timely basis and on reasonable terms, the impact of IFF’s proposed financing on its liquidity and flexibility to respond to other business opportunities, whether the acquisition will have the accretive effect on IFF’s earnings or cash flows that it expects, the inability to obtain, or delays in obtaining, cost savings and synergies from the acquisition, costs and difficulties related to the integration of Frutarom’s businesses and operations with IFF businesses and operations, unexpected costs, liabilities, charges or expenses resulting from the acquisition, adverse effects on IFF’s stock price resulting from the acquisition, the inability to retain key personnel, and potential adverse reactions, changes to business relationships or competitive responses resulting from the acquisition.
In addition to the factors set forth above, other factors that may
affect IFF’s plans, results or stock price are set forth in IFF’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Other factors that may affect Frutarom’s plans, results or
stock price are set forth in Frutarom’s filings with the
Many of these factors are beyond IFF’s and Frutarom’s control and IFF and Frutarom caution investors that any forward-looking statements made by IFF or Frutarom are not guarantees of future performance. IFF and Frutarom disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed merger, IFF has filed
with the
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Source:
International Flavors & Fragrances Inc. Contact:
Michael
DeVeau, 212-708-7164
VP, Corporate Strategy, Investor Relations &
Communications
Michael.DeVeau@iff.com
or
Frutarom
Industries Ltd. Contact:
Roy Meltzer, +972-9-9603800
VP
Business Development & Investor Relations
Rmeltzer@frutarom.com