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Frutarom Industries (FRUT)

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Tuesday 28 August, 2018

Frutarom Industries

Expected closing date of the transaction with IFF

RNS Number : 8852Y
Frutarom Industries Limited
26 August 2018

Below is the immediate report submitted today to the Israeli Securities Authority ("ISA") and the Tel-Aviv Stock Exchange through the ISA's electronic submission system in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970.



Frutarom Industries Ltd.

("Company" or "Frutarom")

Registration No.:  52-004280-5

The securities of the Company are listed for trading on the Tel-Aviv Stock Exchange

Name:  Frutarom

2 Hamenofim St, Building A, Herzelia 4672553

Tel:  +972-9-960 3800, Fax:  +972-9-960 3826,

Email: [email protected]



August 26, 2018


Israeli Securities Authority

Tel Aviv Stock Exchange Ltd.




Immediate Report with respect to the expected closing date of the pending transaction with International Flavors & Fragrances Inc. ("IFF")


In accordance with Regulation 36(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, Frutarom hereby announces that the closing of IFF's acquisition of Frutarom is expected to occur on October 4, 2018, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement, which the parties expect to be satisfied by that date. In that regard, the parties note that, in addition to approval of the transaction by Frutarom's shareholders, which has already been obtained, the parties have obtained the requisite antitrust/competition approvals in Israel, the United States, Turkey, Mexico and Ukraine. Approvals are pending in the European Union (where an Article 4(3) notice has already been publicly issued by the EU competition authority), South Africa and Russia, and are expected to be obtained in advance of the anticipated closing date.


In this context, the parties have entered into an amendment to the Merger Agreement which states that the closing of the merger will occur on the later of (i) October 4, 2018 (subject to the satisfaction or waiver of specified conditions) and (ii) the third business day after the satisfaction or waiver of specified conditions, unless otherwise agreed in writing by the parties to the Merger Agreement.


The Company wishes to emphasize that, at this stage, before all conditions set forth in the Merger Agreement have been satisfied or waived, there is no certainty that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement.


Terms not specifically defined above shall have the meaning ascribed to them in the immediate report dated July 26, 2018 (reference: 2018-01-069330).


Sincerely yours,


Frutarom Industries Ltd.



By: Guy Gill, VP Finance

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