IFF Announces Pricing of €1,100,000,000 Senior Notes Offering
September 20 2018 - 4:15PM
Business Wire
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
StreetNew York, NY 10019
T +212.765.5500F +212.708.7132iff.com
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version on businesswire.com: https://www.businesswire.com/news/home/20180920005820/en/
International Flavors & Fragrances Inc.Michael DeVeau,
212-708-7164VP, Global Corporate Strategy, Investor Relations &
CommunicationsMichael.DeVeau@iff.com
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