NEW YORK--(BUSINESS WIRE)--Sep. 10, 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 commenced concurrent public offerings of
approximately $1,500 million aggregate offering value of its common
stock and 15 million tangible equity units, with an aggregate stated
amount of $750 million. Each tangible equity unit will have a stated
amount of $50 and be comprised of a prepaid stock purchase contract and
a senior amortizing note due September 2021, each issued by IFF. The
common stock offering and tangible equity unit offering are separate
public offerings made by means of separate prospectus supplements under
IFF’s effective shelf registration statement and are not contingent on
each other or upon the consummation of the merger discussed below. IFF's
common stock is listed on the New York Stock Exchange and Euronext Paris
under the symbol “IFF,” and IFF intends to apply to list the tangible
equity units on the New York Stock Exchange under the symbol “IFFT.”
IFF intends to grant the underwriters in the common stock offering a
30-day option to purchase up to $150 million aggregate offering value of
its common stock. IFF also intends to grant the underwriters in the
tangible equity unit offering a 30-day option to purchase up to an
additional 1.5 million tangible equity units.
IFF intends to use the net proceeds from these offerings, together with
borrowings under new term loans, additional debt financing and cash on
hand, to finance the previously announced merger with Frutarom
Industries Ltd. and to pay related fees and expenses. If for any reason
the merger is not consummated, then IFF intends to use the net proceeds
from these offerings for general corporate purposes.
Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC are acting as joint book-running managers for the common
stock offering and for the tangible equity unit offering. The offerings
of common stock and tangible equity units (including the component stock
purchase contracts and senior amortizing notes) are being made pursuant
to an effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission (“SEC”). Each offering may only be
made by means of the prospectus supplement relating to such offering and
the accompanying prospectus. Copies of the prospectus supplement for
each offering and the accompanying prospectus can be obtained when
available by contacting Morgan Stanley & Co. LLC, Prospectus Department,
180 Varick Street, 2nd Floor, New York, New York 10014; Citigroup Global
Markets Inc. toll-free at 1-800-831-9146, or by mail at Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions1155 Long Island Avenue, Edgewood, NY 11717, or via telephone:
1-866-803-9204.
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 offerings described, the final terms of the
tangible equity units, the anticipated use of proceeds from the
offerings 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 price and 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.
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/20180910005881/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