IFF Announces Pricing of €1,100,000,000 Senior Notes Offering
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.
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
International Flavors & Fragrances Inc.
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101 California Street, 20th Floor
CA 94111 San Francisco
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