Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Filer: International Flavors & Fragrances Inc.
Subject Companies: International Flavors & Fragrances Inc.; Frutarom Industries Ltd.
Filers Commission File Number: 1-4858
Date: May 14, 2018
DRAFTMay 11, 2018 10:04 AM The Week in Review A Great Start to a New Chapter The IFF and Frutarom teams spent the last week connecting with employees, customers and shareholders. One thing is clear: our stakeholders recognize the compelling benefits of this combination. Take a look at some of the highlights: Social Media Response From Industry Analysts As many of you saw, we posted a video featuring Andreas Fibig Sweet Deal for Top 10 Flavors We think this deal will lift IFFs and Ori Yehudai announcing the transaction. To date, the video has Firm growth trajectory to a high level... +4,000 views Deal logic for IFF includes access From a customer standpoint, to a broad toolkit of natural-led Frutarom would build on IFFs Ingredient solutions and access ongoing efforts to tap into to the attractive market segments smaller, faster growth areas of the of SME/Private Label market Strategically, we view the Strongly positions IFF to meet its Frutarom deal favorably 2020 goals The Media Agrees A Savoury Deal All Around In acquiring a creator of alfalfa and wild cherry bark flavors, IFF is tapping the fast-growing market for natural food ingredients The fact that Frutarom complements IFF when it comes to the Israeli companys strengthsnatural raw ingredients, small and midsize clients and a broad geographic presencecould help the two companies create additional value growth for Frutarom shareholders, who will get a third of their compensation in IFF shares. [The deal] is in line with broader trends within the industry, says the bank, and UBS says Frutarom should strengthen IFFs global position in the flavors and fragrance industry. With its $7.1 billion deal for Frutarom, International Flavors & Fragrances Inc. is deepening its reach in the natural ingredients segment, as well as bolstering access to indie businesses. This merger cements International Flavors & Fragrances position as the worlds largest flavor company. A good position for any company to be in; the world leader in its area Permission to use quotes neither sought nor obtained
Cautionary Statement Regarding Forward Looking Statements
This communication 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 expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, 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 communication concerning IFFs 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 the best judgment of IFF 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 IFFs expectations as a result of a variety of factors, including, without limitation, those discussed 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 is unable to predict or control, that may cause IFFs 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 discussed below and detailed from time to time in IFFs filings with the Securities and Exchange Commission (the SEC).
Risks and uncertainties related to IFFs proposed acquisition of Frutarom include, but are not limited to, the inability to obtain required regulatory approvals for the acquisition, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the acquisition, the inability to obtain the requisite Frutarom shareholder approval of the transaction, the risk that a condition to closing of the acquisition may not be satisfied on a timely basis or at all, the failure of the proposed transaction to close for any other reason, uncertainties as to access to available financing (including financing for the acquisition or refinancing of IFF or Frutarom debt) on a timely basis and on reasonable terms, the impact of IFFs proposed financing on its liquidity and flexibility to respond to other business opportunities, whether the acquisition will have the accretive effect on IFFs earnings or cash flows that it expects, the inability to obtain, or delays in obtaining, cost savings and synergies from the acquisition, costs and difficulties related to the integration of Frutaroms businesses and operations with IFF businesses and operations, unexpected costs, liabilities, charges or expenses resulting from the acquisition, adverse effects on IFFs stock price resulting from the acquisition, the inability to retain key personnel, and potential adverse reactions, changes to business relationships or competitive responses resulting from the acquisition.
In addition to the factors set forth above, other 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.
Important Additional Information and Where to Find It
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. IFF will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Frutarom that also constitutes a prospectus of IFF. INVESTORS AND SECURITY HOLDERS OF FRUTAROM ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement (when available) and other documents filed with the SEC by the parties through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by IFF will be available free of charge on IFFs internet website at ir.iff.com.