IFF Announces Common Stock and Tangible Equity Unit Offerings
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 Solutions 1155 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.
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
International Flavors & Fragrances Inc.
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101 California Street, 20th Floor
CA 94111 San Francisco
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