NEW YORK--(BUSINESS WIRE)--Sep. 20, 2018--
Regulatory News:
International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:
IFF), a leading innovator of sensorial experiences that move the world,
today announced that it has priced its public offering of €300,000,000
aggregate principal amount of its 0.500% senior notes due 2021 and
€800,000,000 aggregate principal amount of its 1.800% senior notes due
2026. IFF intends to use the net proceeds from the offering to pay a
portion of the consideration for the previously announced merger with
Frutarom Industries Ltd. and to pay related fees and expenses. IFF
anticipates that the offering will close on September 25, 2018, subject
to customary closing conditions.
The offering is not contingent upon the consummation of the merger. If
the closing of the merger has not occurred on or prior to February 7,
2019, or, if prior to such date, the merger agreement with Frutarom is
terminated, IFF will be required to redeem all of the notes on the
special mandatory redemption date at a redemption price equal to 101% of
the aggregate principal amount of the notes, plus accrued and unpaid
interest to, but excluding, the special mandatory redemption date.
Morgan Stanley & Co.International plc, BNP Paribas, Citigroup Global
Markets Limited and J.P. Morgan Securities plc are acting as joint
book-running managers for the offering. Citizens Capital Markets, Inc.,
ING Bank N.V., Belgian Branch, MUFG Securities EMEA plc, U.S. Bancorp
Investments, Inc., Wells Fargo Securities International Limited, HSBC
Securities (USA) Inc. and Standard Chartered Bank are acting as
co-managers for the offering. The offering is being made pursuant to an
effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission (“SEC”). The offering may only be
made by means of the prospectus supplement relating to the offering and
the accompanying prospectus. A copy of the prospectus supplement for the
offering and the accompanying prospectus can be obtained by contacting
Morgan Stanley & Co.International plc at +44-207-677-7799; BNP Paribas
toll-free at +1 800-854-5674; Citigroup Global Markets Limited toll-free
at + 1 800-831-9146; or J.P. Morgan Securities plc collect at
+44-207-134-2468.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Meet IFF
International 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.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” under the
Federal Private Securities Litigation Reform Act of 1995, including the
completion and timing of the offering described, the anticipated use of
proceeds from the offering and completion of the merger. These
statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, the ability
to satisfy customary closing conditions with respect to the offering,
prevailing market conditions, and the impact of general economic,
industry or political conditions in the United States or
internationally. Additional risks and uncertainties relating to the
offering, IFF and its business can be found in IFF’s SEC filings,
including IFF’s Annual Report on Form 10-K for the year ended December
31, 2017 filed with the Commission on February 27, 2018. IFF undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise.
MIFID II professionals/ECPs-only/No PRIIPS KID – Manufacturer
target market (MIFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No PRIIPS key
information document (KID) has been prepared as not available to retail
in EEA.
This press release is only for distribution to and directed at: (i) in
the United Kingdom, persons having professional experience in matters
relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") and high net worth entities falling within
Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the
United Kingdom; and (iii) any other person to whom it can otherwise be
lawfully distributed (all such persons together being referred to as
"Relevant Persons"). Any investment or investment activity to which this
press release relates is available only to and will be engaged in only
with Relevant Persons, and any person who is not a Relevant Person
should not rely on it.
International Flavors & Fragrances Inc.
521 West 57th
Street
New York, NY 10019
T +212.765.5500
F +212.708.7132
iff.com
View source version on businesswire.com: https://www.businesswire.com/news/home/20180920005820/en/
Source: International Flavors & Fragrances Inc.
International Flavors & Fragrances Inc.
Michael DeVeau,
212-708-7164
VP, Global Corporate Strategy, Investor Relations &
Communications
Michael.DeVeau@iff.com