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Thursday 04 October, 2018

Frutarom Industries

Closing Date of the transaction with IFF

RNS Number : 9523C
Frutarom Industries Limited
04 October 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 in Israel and also submitted today to the Main Market of the London Stock Exchange via RNS, the regulatory information service of London Stock Exchange plc in the United Kingdom.



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

The GDRs of the Company are listed for trading on the London Stock Exchange

Name:  Frutarom

2 Hamenofim St, Building A, Herzelia 4672553

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

Email: [email protected]



October 4, 2018


Israeli Securities Authority

Tel Aviv Stock Exchange Ltd.  

London Stock Exchange plc


Immediate Report with respect to issuance of merger certificate and the 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 May 7, 2018 (reference: 2018-01-045016) with respect to its entry into a an Agreement and Plan of Merger, dated May 7, 2018 (as amended, the "Merger Agreement"), by and among the Company, International Flavors & Fragrances, Inc. ("IFF") and Icon Newco Ltd., a wholly owned subsidiary of IFF ("Merger Sub"), which provides for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of IFF (the "Merger"), and further to the Company's Immediate Reports dated July 26, 2018 (reference: 2018-01-069330) (the "Transaction Report"), August 7, 2018 (reference: 2018-01-073968), August 26, 2018 (reference: 2018-01-078568), September 16, 2018 (reference: 2018-01-087306), October 2, 2018 (reference: 2018-01-091383) and October 3, 2018 (reference: 2018-01-091470), the Company hereby announces as follows:

1.   Today, October 4, 2018, following the satisfaction of all conditions precedent to the consummation of the Merger pursuant to the Merger Agreement, the Registrar of Companies of the State of Israel has issued and delivered to the Company a merger certificate in accordance with Section 323 of the Companies Law, 5759-1999.

2.   In light of the above, the Effective Time has occurred on Thursday, the 4th day of October, 2018 the Closing Date under the Merger Agreement. The payment of the Merger Consideration (US$ 71.19 in cash and 0.249 shares of common stock of IFF per ordinary share of the Company) will be made on the Closing Date and is expected to be received, without interest and subject to applicable withholding tax, shortly thereafter following the completion of the payment procedures as described in the Transaction Report.

3.   On the Closing Date, all of the ordinary shares of the Company (other than certain shares described in the Merger Agreement) are deemed to be exchanged for the right to receive the Merger Consideration in accordance with, and subject to, the provisions of the Merger Agreement.

4.   Further to the Company's immediate report dated October 2, 2018, the last trading day of the Company's shares on the Tel-Aviv Stock Exchange Ltd. (the "TASE") was October 3, 2018, and therefore as of today, October 4, 2018, the Company's shares are not traded on the TASE.

5.   Upon the issuance of the merger certificate by the Registrar of Companies of the State of Israel, all the Company's shares were delisted from the TASE, the Company ceased to be a "reporting corporation," as such term is defined in Section 36 of the Securities Law, 5728-1968 and became a private company and a wholly owned subsidiary of IFF.

6.   IFF has filed a registration document on September 20, 2018, in order to list its shares on the TASE under the dual listing regime effective as of the Closing Date. As coordinated with the TASE, the first trading day of IFF shares on the TASE (including the Share Consideration in the Merger issued pursuant to IFF's published prospectus dated September 20, 2018) is expected to be on October 9, 2s018.

7.   For details regarding the tax pre-rulings that the Company had obtained in connection with each of the Share Consideration and the Withholding of Tax, please see the Immediate Report dated October 3, 2018 (reference: 2018-01-091470) ("Report with respect to obtained Tax Pre-Rulings"). It should be noted that the date of the actual exchange of shares in connection with the Share Exchange Pre-Ruling shall be today, October 4th, 2018, and, accordingly, a Registered Shareholder who does not provide the Exchange Agent with the declaration attached to the Report with respect to obtained Tax Pre-Rulings until November 3, 2018 would be taxed as if it had sold its shares on the date of for the actual exchange of the shares pursuant to the provisions of the law.


Terms not specifically defined above shall have the meaning ascribed to them in the Transaction Report.



Sincerely yours,


Frutarom Industries Ltd.



By:  Eden Senay Tagania, Legal Counsel



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