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Frutarom Industries (FRUT)

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Monday 17 September, 2018

Frutarom Industries

Expected closing date of the transaction with IFF

RNS Number : 8927A
Frutarom Industries Limited
16 September 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]



September 16, 2018


Israeli Securities Authority

Tel Aviv Stock Exchange Ltd.



Immediate Report with respect to the expected Closing Date of the transaction with International Flavors & Fragrances Inc.


In accordance with Regulation 36(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, and following the Company's Immediate Report, dated August 26, 2018 (reference: 2018-01-078568), the Company hereby announces that the parties have obtained the requisite antitrust/competition approvals, which together with the approval of the transaction at the shareholders' meeting of Frutarom on August 6, 2018, are the principal closing conditions precedent to the completion of the Merger. Accordingly, pursuant to the Merger Agreement and subject to receipt of the merger certificate from the Registrar of Companies, the parties are aiming to complete the Merger on October 4, 2018. The Company intends to request the Registrar of Companies to issue the merger certificate on such date or approximately thereafter.


The date on which the parties obtain the merger certificate from the Registrar of Companies shall constitute the Effective Time, the Closing Date and the final trading day of the shares of the Company on the Tel Aviv Stock Exchange, following which the Purchaser shall transfer the Merger Consideration to the Exchange Agent, which shall, inter alia, transfer the Merger Consideration to the Entitled Shareholders pursuant to the provisions of the Merger Agreement.


On the Closing Date, the Company will become a private company wholly owned by the Purchaser, and shortly thereafter the shares of the Company will be delisted from the Tel Aviv Stock Exchange. In connection with the closing of the Merger, the Company's shares listed on the LSE via GDRs shall also be delisted.


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. In addition, there is no certainty regarding the exact date on which the merger certificate will be granted and, accordingly, on which the Effective Time and the Closing Date will take place, since these dates are not only within the control of the Company and /or the Purchaser.


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: Eden Senay Tagania, Legal Counsel

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