International Flavors & Fragrances Inc. (NYSE: IFF) (Euronext
Paris: IFF) and Frutarom Industries Ltd. (TASE: FRUT) (LSE: FRUTq)
today announced that Frutarom shareholders voted to approve the
proposed combination of Frutarom and IFF at the special general
meeting of Frutarom shareholders that was held yesterday. Of the
votes cast at the special general meeting, 94.6% percent were in
favor of the proposed merger, representing approximately 74.7%
percent of all outstanding shares.
“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.”
Ori Yehudai, President and CEO of Frutarom, said, “We appreciate
the support from our shareholders as this transaction represents a
landmark moment for Frutarom, delivers significant and immediate
cash value to our shareholders and provides an opportunity to
participate in the substantial potential upside of the combination.
We continue to work closely with IFF's management team to ensure
the successful completion and integration of our two great
companies, and we look forward to driving growth by capitalizing on
the best of both organizations.”
Upon the closing of the transaction, Frutarom’s shareholders
will receive for each Frutarom share $71.19 in cash and 0.249 of a
share of IFF common stock. The transaction remains subject to
clearance by the relevant regulatory authorities and other
customary closing conditions, and is expected to close in the
fourth quarter of 2018.
On August 6, 2018, the final results of the voting for the
merger agreement and all related proposals was filed by Frutarom on
the website of the Tel Aviv Stock Exchange at: www.maya.tase.co.il
and the publication website of the London Stock Exchange at:
www.londonstockexchange.com. About
IFFInternational Flavors & Fragrances Inc. (NYSE:IFF)
(Euronext Paris: IFF) is a leading innovator of sensorial
experiences that move the world. At the heart of our company, we
are fueled by a sense of discovery, constantly asking “what if?”.
That passion for exploration drives us to co-create unique products
that consumers taste, smell, or feel in fine fragrances and beauty,
detergents and household goods, as well as beloved foods and
beverages. Our 7,300 team members globally take advantage of
leading consumer insights, research and development, creative
expertise, and customer intimacy to develop differentiated
offerings for consumer products. Learn more at www.iff.com,
Twitter, Facebook, Instagram, and LinkedIn.
About FrutaromFrutarom Industries Ltd.
(LSE:FRUTq) (TASE:FRUT) is a leading global company operating in
the global flavors and natural fine ingredients markets. Frutarom
has significant production and development centers on six
continents and markets and sells over 70,000 products to more than
30,000 customers in over 150 countries. Frutarom’s products are
intended mainly for the food and beverages, flavor and fragrance
extracts, pharmaceutical, nutraceutical, health food, functional
food, food additives and cosmetics industries.
Cautionary Statement Regarding Forward Looking
StatementsThis 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 Securities and Exchange Commission (the “SEC”) and
Frutarom’s filings with the Israeli Securities Authority.
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 Israeli Securities Authority.
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 SEC a registration
statement on Form S-4 (File No. 333-225728), including Amendment
No. 1 thereto, that constitutes a prospectus of IFF and attaches as
an exhibit a proxy statement of Frutarom. The registration
statement was declared effective by the SEC on July 3, 2018, and
IFF commenced mailing the definitive prospectus to Frutarom
shareholders of record on July 6, 2018. INVESTORS AND
SECURITY HOLDERS OF FRUTAROM ARE URGED TO READ THE DEFINITIVE
PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Investors and security holders are able
to obtain free copies of the registration statement and other
documents filed with the SEC by the parties through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by IFF will be available free of
charge on IFF’s internet website at ir.iff.com.
International Flavors & Fragrances Inc.
Contact:Michael DeVeau VP, Corporate Strategy, Investor
Relations &
Communications212.708.7164Michael.DeVeau@iff.com
Frutarom Industries Ltd. Contact: Roy MeltzerVP
Business Development & Investor
RelationsRmeltzer@frutarom.comTel: +972-9-9603800
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