Introductory Note
On October 4, 2018, International Flavors & Fragrances Inc. (“IFF”) filed with the Securities and Exchange Commission a Current Report on Form8-K (the “Initial8-K”) to disclose that it had completed its previously announced acquisition of Frutarom Industries Ltd., a company organized under the laws of the State of Israel (“Frutarom”). This Form8-K/A amends the Initial8-K to provide the historical audited and unaudited financial statements of Frutarom and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form8-K and to provide the number of shares of IFF’s common stock, par value $0.125 per share (“IFF Common Stock”), outstanding after the completion of the acquisition of Frutarom and should be read in conjunction with the Initial8-K.
Item 8.01. Other Events
As of October 5, 2018, following the completion of the acquisition of Frutarom, there were 106,653,807 shares of IFF Common Stock outstanding.
In addition, as previously reported, IFF issued and sold 16,500,000 of its 6.00% Tangible Equity Units (the “Units”) on September 17, 2018 (the “Units Offering”). Each Unit is comprised of (i) a prepaid stock purchase contract issued by IFF (each, a “Purchase Contract”) and (ii) a senior amortizing note due September 15, 2021 issued by IFF. Unless previously settled or redeemed, all outstanding Purchase Contracts will mandatorily settle on September 15, 2021. At closing of the Units Offering on September 17, 2018, and assuming no anti-dilution adjustments, there were a maximum of 6,334,350 shares of IFF Common Stock issuable upon redemption or settlement of the Purchase Contracts. For more information regarding the Units Offering, please see IFF’s Current Report on Form 8-K filed on September 17, 2018.
Item 9.01. Financial Statements and Exhibits
(a)Financial statements of businesses acquired
The historical audited consolidated statement of financial position as of December 31, 2017 and 2016 and the consolidated income statement and statement of comprehensive income, consolidated statement of changes in shareholders’ equity and consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015 of Frutarom, together with the notes thereto and the independent auditor’s report thereon, were filed as Exhibit 99.1 to IFF’s Current Report on Form8-K on August 3, 2018 and are incorporated herein by reference.
The historical unaudited condensed consolidated statement of financial position as of June 30, 2018 and 2017 and the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in shareholders’ equity and condensed consolidated statement of cash flows for the six and three month periods ended June 30, 2018 and 2017 of Frutarom, together with the notes thereto, were filed as Exhibit 99.1 to IFF’s Current Report onForm 8-K on September 10, 2018 and are incorporated herein by reference.
(b)Pro forma financial information
The following unaudited pro forma condensed combined financial information is filed as Exhibit 99.3 hereto and is incorporated herein by reference.
| | • | | Unaudited pro forma condensed combined balance sheet as of June 30, 2018; |
| | • | | Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018; |
| | • | | Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017; and |
| | • | | Notes to the unaudited pro forma condensed combined financial information. |
