IFF Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Investment Corporation

Rhea-AI Summary

International Flavors & Fragrances (IFF) announced that TRC Capital Investment Corporation has made an unsolicited mini-tender offer to purchase up to 1,500,000 shares at $81.60 per share, a 1.4% discount from the March 17 closing price of $82.76. IFF advises shareholders not to tender their shares, as the offer price is below market value and contingent upon several conditions. The offer expires on April 4, 2023, unless extended. IFF does not endorse this bid and highlights that such offers lack the protections outlined by SEC rules. Shareholders are encouraged to consult market prices and seek advice from financial advisors.

Positive

• IFF's share price remains above the mini-tender offer price, indicating market stability.

Negative

• TRC's offer may create uncertainty among investors regarding the company's stock value.
• The unsolicited nature of the offer could be perceived negatively by the market.

NEW YORK--(BUSINESS WIRE)-- IFF (NYSE: IFF) has been notified that TRC Capital Investment Corporation has made an unsolicited “mini-tender offer” to purchase up to 1,500,000 shares of the Company’s common stock, and, per a press release issued by TRC on March 20, has amended the terms of such offer to decrease the offer price payable from $89.95 to $81.60 per share in cash. TRC Capital Investment Corporation’s offer price is approximately 1.4% lower than the $82.76 closing price of IFF’s common stock on March 17, 2023, the last trading day prior to the date of the amended offer.

IFF recommends that stockholders do not tender their shares in response to TRC's offer because the offer price is below the current market price of IFF’s shares and is subject to numerous conditions, including TRC Capital Corporation obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. IFF recommends that stockholders who have not responded to TRC Capital Investment Corporation’s offer take no action.

IFF stockholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the TRC offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on April 4, 2023, unless extended.

IFF does not endorse TRC’s unsolicited mini-tender offer. IFF is not affiliated or associated in any way with TRC, its mini-tender offer, or its mini-tender offer documents.

TRC's mini-tender offer is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. TRC has made similar unsolicited mini-tender offers for stock of other public companies. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at http://www.sec.gov/investor/pubs/minitend.htm. Mini-tender offers seek to acquire not more than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that are designed to protect investors.

IFF urges stockholders to obtain current market quotations for their shares of stock, to consult their broker or financial advisor, and to exercise caution with respect to TRC’s offer. IFF requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to IFF’s stock.

Welcome to IFF

At IFF (NYSE: IFF), an industry leader in food, beverage, scent, health and biosciences, science and creativity meet to create essential solutions for a better world – from global icons to unexpected innovations and experiences. With the beauty of art and the precision of science, we are an international collective of thinkers who partners with customers to bring scents, tastes, experiences, ingredients and solutions for products the world craves. Together, we will do more good for people and planet. Learn more at iff.com, Twitter, Facebook, Instagram, and LinkedIn.

© 2023 by International Flavors & Fragrances Inc. IFF is a Registered Trademark. All Rights Reserved.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230321005937/en/

Media Relations:

Paula Heinkel

332.877.5339

Media.request@iff.com

Investor Relations:

Michael Bender

212.708.7263

Investor.Relations@iff.com

Source: International Flavors & Fragrances Inc.

FAQ

What is TRC Capital's mini-tender offer for IFF?

TRC Capital is offering to purchase up to 1,500,000 shares of IFF at $81.60 each.

When is the expiration date for TRC's mini-tender offer for IFF?

The offer expires on April 4, 2023, at 12:01 a.m. EDT, unless extended.

Why does IFF recommend against accepting TRC Capital's offer?

IFF advises against tendering shares as the offer price is below market value and has numerous conditions attached.

How much lower is TRC's offer compared to IFF's stock price?

TRC's offer of $81.60 is approximately 1.4% lower than IFF's closing stock price of $82.76 on March 17, 2023.

What should IFF shareholders do in response to TRC's offer?

IFF shareholders should not tender their shares and can withdraw any previously tendered shares before the offer expires.