IFF Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Investment Corporation

IFF (NYSE: IFF) has been notified that TRC Capital Investment Corporation has made an unsolicited “mini-tender offer” to purchase up to 1,500,000 shares of the Company’s common stock, and, per a press release issued by TRC on March 20, has amended the terms of such offer to decrease the offer price payable from $89.95 to $81.60 per share in cash. TRC Capital Investment Corporation’s offer price is approximately 1.4% lower than the $82.76 closing price of IFF’s common stock on March 17, 2023, the last trading day prior to the date of the amended offer.

IFF recommends that stockholders do not tender their shares in response to TRC's offer because the offer price is below the current market price of IFF’s shares and is subject to numerous conditions, including TRC Capital Corporation obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. IFF recommends that stockholders who have not responded to TRC Capital Investment Corporation’s offer take no action.

IFF stockholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the TRC offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on April 4, 2023, unless extended.

IFF does not endorse TRC’s unsolicited mini-tender offer. IFF is not affiliated or associated in any way with TRC, its mini-tender offer, or its mini-tender offer documents.

TRC's mini-tender offer is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. TRC has made similar unsolicited mini-tender offers for stock of other public companies. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at http://www.sec.gov/investor/pubs/minitend.htm. Mini-tender offers seek to acquire not more than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that are designed to protect investors.

IFF urges stockholders to obtain current market quotations for their shares of stock, to consult their broker or financial advisor, and to exercise caution with respect to TRC’s offer. IFF requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to IFF’s stock.

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