Exhibit 2.1
Execution Version
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
ThisAMENDMENT NO. 1 (this “Amendment”), dated as of August 25, 2018, to the Agreement and Plan of Merger, dated as of May 7, 2018 (the “Merger Agreement”), is by and among International Flavors & Fragrances Inc., a New York corporation (“Parent”), Icon Newco Ltd., a company organized under the laws of the State of Israel and a wholly owned Subsidiary of Parent (“Merger Sub”), and Frutarom Industries Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, the Parties previously entered into the Merger Agreement, which provides for, among other things, the merger of Merger Sub with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving company of the Merger, all upon the terms and conditions set forth in the Merger Agreement; and
WHEREAS, the Parties desire to amend certain provisions of the Merger Agreement in accordance withSection 7.4 of the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Amendments. Section 1.2 of the Merger Agreement is hereby amended and restated in its entirety as follows:
Subject to the provisions ofArticle VI, the closing of the Merger (the “Closing”) shall take place at the offices of Naschitz, Brandes, Amir & Co., 5 Tuval Street, Tel Aviv, Israel, at 9:00 a.m. (local time), on the later to occur of (a) the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth inArticle VI (other than those conditions that by their terms are to be satisfied by action to be taken at the Closing, but subject to the satisfaction or waiver by the party entitled to waive such conditions) and (b) October 4, 2018 (but subject to the satisfaction or waiver of the conditions set forth inArticle VI), unless another time, date or place is agreed to in writing by the parties hereto (such date being the “Closing Date”).
2. References. Each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the
