International Flavors & Fragrances’ $7.1 Billion Acquisition of Frutarom

Frutarom was represented in the deal by Bank of America Merrill Lynch, the law firm Wachtell, Lipton, Rosen & Katz, and the law firm Naschitz, Brandes, Amir Co. IFF was represented by Morgan Stanley, and by law firms Cleary Gottlieb Steen & Hamilton LLP, and Gornitzky & Co. Fried Frank acted as counsel to Greenhill & Co. as financial advisor to International Flavors & Fragrances (IFF).

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Frutarom’s shareholders will receive, for each Frutarom share, US$71.19 in cash and 0.249 of a share of IFF common stock, which, based on the 10-day volume weighted average price for IFF’s common stock for the period ending May 4, 2018, represents a total value of US$106.25 per share. Frutarom is a flavors, savory solutions, and natural ingredients company, with production and development centers on six continents. By combining with Frutarom, IFF is accelerating its strategy to create a global leader in taste, scent, and nutrition. The combined company’s customers will have access to comprehensive and differentiated integrated solutions with increased focus on naturals and health and wellness. The transaction is expected to close in six to nine months and is subject to approval by Frutarom shareholders, clearance by the relevant regulatory authorities, and other customary closing conditions.

Fried Frank acted as counsel to Greenhill & Co. as financial advisor to International Flavors & Fragrances (IFF) with a team including Philip Richter (Picture) and Scott B. Luftglass and corporate associate Arielle D. Matza.

 

Involved fees earner: Philip Richter – Fried Frank Harris Shriver & Jacobson; Scott Luftglass – Fried Frank Harris Shriver & Jacobson; Arielle Matza – Fried Frank Harris Shriver & Jacobson;

Law Firms: Fried Frank Harris Shriver & Jacobson;

Clients: Greenhill & Co., LLC;