As previously reported, on May 7, 2018, International Flavors & Fragrances Inc. (IFF or the Company) entered into an
Agreement and Plan of Merger (the Merger Agreement) with Frutarom Industries Ltd., a company organized under the laws of the State of Israel (Frutarom), and Icon Newco Ltd., a company organized under the laws of the State of
Israel and a wholly owned subsidiary of IFF (Merger Sub). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of specified conditions, and in accordance with the Companies Law 5759-1999 of the State of Israel, Merger
Sub will merge with and into Frutarom (the Merger), with Frutarom continuing as the surviving company in the Merger and a wholly owned subsidiary of IFF. Under the terms of the Merger Agreement, for each share of outstanding stock of
Frutarom, Frutarom shareholders will receive $71.19 in cash and 0.2490 of a share of IFFs common stock.
Consummation of the Merger is subject to
customary closing conditions. The completion of the Merger is not subject to the approval of IFF shareholders or the receipt of financing by IFF. The Merger Agreement also contains certain termination rights for IFF and Frutarom.
This Current Report on Form 8-K is being filed in connection with the Merger to provide the audited consolidated
financial statements and unaudited condensed consolidated interim financial information of Frutarom and the unaudited pro forma condensed combined financial information set forth under Item 9.01 below, which are incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This report 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 IFFs or Frutaroms expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures,
acquisitions, 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 report concerning IFFs or
Frutaroms 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 managements 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 referenced below. Such forward-looking statements are based upon managements 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 IFFs or Frutaroms 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 referenced below and detailed from time to time in IFFs filings with the Securities
and Exchange Commission.
Factors that may affect IFFs plans, results or stock price are set forth in IFFs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Many of these factors are beyond IFFs control and IFF cautions investors that any forward-looking statements made by IFF are not guarantees of future
performance. IFF disclaims 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.
Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The historical unaudited condensed consolidated statement of financial position as of June 30, 2018 and 2017 and the condensed consolidated income
statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in shareholders equity and condensed consolidated statement of cash flows for the six and three month periods ended June 30,
2018 and 2017 of Frutarom, together with the notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.