Cleary Gottlieb represented International Flavors & Fragrances Inc. (IFF) in the completion of its previously announced acquisition of Frutarom Industries Ltd. (Frutarom) in a cash and stock transaction valued at approximately $7.1 billion, including the assumption of Frutarom’s net debt.
As a result of the acquisition, Frutarom’s shareholders received, for each Frutarom ordinary share, $71.19 in cash and 0.249 of a share of IFF common stock. The transaction was announced on May 7, 2018, completed on October 4, 2018, and resulted in IFF listing its common stock on the Tel Aviv Stock Exchange.
Cleary also acted as counsel to IFF in its incurrence of a $350 million senior unsecured term loan maturing in 2021 and in registered public offerings of (i) 127 million shares of IFF’s common stock at a public offering price of $130.25 per share, (ii) 165 million of IFF’s 6 percent tangible equity units at a public offering price of $50 per unit, (iii) €1.1 billion aggregate principal amount of IFF’s senior unsecured euro-denominated notes, and (iv) $1.5 billion aggregate principal amount of IFF’s senior unsecured U.S. dollar-denominated notes. IFF used the net proceeds from the borrowing and offerings to fund a portion of the purchase price for its acquisition of Frutarom.
IFF is a leading innovator of scent, taste, and nutrition, with over 110 manufacturing facilities, 100 R&D centers, and 33,000 customers globally.