4//SEC Filing
Anatot Amos 4
Accession 0001225208-18-014502
CIK 0000051253other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 5:25 PM ET
Size
6.4 KB
Accession
0001225208-18-014502
Insider Transaction Report
Form 4
Anatot Amos
EVP and President, Frutarom
Transactions
- Award
Common Stock
2018-10-04+6,502→ 6,502 total
Footnotes (2)
- [F1]On October 4, 2018, pursuant to an Agreement and Plan of Merger, dated May 7, 2018 (as amended on August 25, 2018, the "Merger Agreement"), among International Flavors & Fragrances Inc. ("IFF"), Frutarom Industries Ltd. ("Frutarom"), and Icon Newco LTD. ("Merger Sub"), Merger Sub merged with and into Frutarom (the "Merger"), with Frutarom continuing as a wholly owned subsidiary of IFF. At the effective time of the Merger (the "Effective Time"), each ordinary share of Frutarom ("Frutarom Ordinary Shares") was converted into the right to receive (i) $71.19 in cash (the "Cash Consideration") and (ii) 0.2490 of a validly issued, fully paid and nonassessable share of common stock of IFF ("IFF Common Stock"), with cash paid in lieu of fractional shares (together with the Cash Consideration, the "Merger Consideration"). On the effective date of the Merger, the closing price of IFF Common Stock was $137.39. (Continued in footnote 2.)
- [F2]At the Effective Time, each option to purchase Frutarom Ordinary Shares that was outstanding and vested immediately prior to the Effective Time was canceled in exchange for the right to receive the Merger Consideration in respect of each net share subject to such vested option. For this purpose, "net share" means, with respect to an option, the quotient of (i) the product of (A) the excess, if any, of the value of the Merger Consideration (calculated as specified in the Merger Agreement) over the exercise price per Frutarom Ordinary Share subject to such option, multiplied by (B) the number of Frutarom Ordinary Shares subject to such option, divided by (ii) the value of the Merger Consideration. As a result, the Reporting Person received the reported shares of IFF Common Stock and his portion of the Cash Consideration in exchange for his vested options to purchase 34,434 Frutarom Ordinary Shares.
Documents
Issuer
INTERNATIONAL FLAVORS & FRAGRANCES INC
CIK 0000051253
Entity typeother
Related Parties
1- filerCIK 0001754654
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 5:25 PM ET
- Size
- 6.4 KB