EX-99 4 0004.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 MONDAY SEPTEMBER 25, 2:45 PM EASTERN TIME PRESS RELEASE INTERNATIONAL FLAVORS & FRAGRANCES TO ACQUIRE BUSH BOAKE ALLEN FOR $970 MILLION NEW YORK--(BUSINESS WIRE)--September 25, 2000--International Flavors & Fragrances Inc. ("IFF") (NYSE: IFF - news) and Bush Boake Allen Inc. ("BBA") (NYSE: BOA - news) today announced that their Boards of Directors have approved a definitive merger agreement, under which IFF will acquire all of the outstanding shares of BBA for $48.50 per share in cash. This represents approximately $970 million for BBA's outstanding equity based upon BBA's approximately 19.9 million common shares outstanding on a fully diluted basis. IFF anticipates completing the transaction in the fourth quarter of 2000. The transaction will be accounted for as a purchase. IFF expects the transaction to be cash accretive in 2001 and accretive to reported earnings per share in 2002. Under the terms of the merger agreement, IFF will commence a tender offer for all of the outstanding shares of BBA common stock not later than October 10, 2000. International Paper Company (NYSE: IP - news), which owns approximately 68% of the outstanding common stock of BBA, has agreed with IFF to tender its shares of BBA common stock in the tender offer. With this combination, IFF will become the No.1 company in flavors in the world and enhance its already premier No.1 position in fragrances. The Company will have 6,600 employees and 120 locations with operations in 48 countries. On a 1999 pro forma basis, IFF will have annual revenues of approximately $1.9 billion. Richard A. Goldstein, Chairman and Chief Executive Officer of IFF, said, "This is the right transaction at the right time for IFF. Over the 125 days since I joined IFF, I have visited numerous company locations around the world, meeting with co-workers and customers. During that time, I emphasized our commitment to take the necessary steps to ensure that IFF remains the standard by which all others are measured in the flavor and fragrance industry. This transaction will be a catalyst to accelerate change. It is an opportunity for us to reinvent ourselves, enhance our leadership position, and increase shareholder value. By utilizing the best practices of both IFF and BBA, we will raise the bar for our company and this industry." Mr. Goldstein continued, "BBA provides IFF with complementary products and an increased scale of operations in important markets. Moreover, the combined company will be better able to serve our global customers. BBA has proven its ability to profitably grow its substantial flavors business, and its position in fragrances complements our leadership in the fragrance industry. BBA also offers a strong presence in key markets that we have targeted for growth, especially India. On a broader level, this transaction creates significant cost savings opportunities and a reduced cost base from which IFF can operate more efficiently. With BBA, we are better positioned for long-term growth and increased profitability." Julian W. Boyden, Chairman, President and Chief Executive Officer of BBA, said, "We believe that IFF is the ideal partner for BBA. Our Board conducted an extensive process. We found that this combination meets our goal of delivering value to our shareholders. Our customers will be well served by the complementary nature of our products and geographic scope. We look forward to working with the IFF team to ensure a rapid and seamless integration of our companies." Mr. Goldstein concluded, "We welcome Julian and his team to the IFF family. We believe that they will be valuable additions, and we look forward to working with them to ensure a rapid completion of this transaction and a smooth transition." The Company expects ultimate cost savings of approximately $70 million, approximately half of which are expected to be realized in 2001. These savings would be achieved primarily through the consolidation of facilities, optimization of capacity, reduced selling, general and administrative expenses, and supply chain rationalization. Mr. Boyden will join IFF's executive management team as Executive Vice President and will focus initially on the integration of BBA and IFF. In this capacity, Mr. Boyden will head the integration team and report to Mr. Goldstein. The tender offer will be subject to conditions including tender of shares of BBA common stock representing at least 66 2/3% of the fully diluted BBA common stock, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and other customary conditions. The merger agreement provides that following completion of the tender offer and receipt of stockholder approval, if required, BBA will become a wholly owned subsidiary of IFF. In the merger, each share of BBA common stock not tendered in the tender offer would be converted into the right to receive $48.50 per share in cash. Citibank/Salomon Smith Barney has agreed to provide the financing for the transaction. Morgan Stanley Dean Witter acted as financial advisor to IFF. Credit Suisse First Boston acted as financial advisor to BBA. Skadden, Arps, Slate, Meagher & Flom acted as legal advisor to IFF. Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor to BBA. Bush Boake Allen Inc., which conducts operations on six continents, has 60 locations in 38 countries worldwide. The Company supplies flavors and fragrances to the world's leading consumer products companies for use in foods, beverages, soaps and detergents, cosmetics, toiletries, personal care items and related products. Its aroma chemicals, natural extracts and essential oils serve as raw materials for a wide range of compounded flavors and fragrances. The Company had 1999 worldwide sales of $499 million. IFF is the world's leading creator and manufacturer of flavors and fragrances used by others to impart or improve flavor or fragrance in a wide variety of consumer products. The Company has sales, manufacturing and creative facilities in more than 35 countries worldwide with sales of $1.44 billion in 1999. Statements in this release which are not historical facts or information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to risks and uncertainties that could cause IFF's actual results to differ materially from those expressed or implied by such forward-looking statements. Risks and uncertainties with respect to IFF's business include general economic and business conditions, the price and availability of raw materials, and political and economic uncertainties, including the fluctuation or devaluation of currencies in countries in which IFF does business. Investors and security holders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this press release, when they become available because they will contain important information. The tender offer statement will be filed by IFF with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by BBA with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by IFF and BBA at the SEC's website at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to IFF. The solicitation/recommendation statement and such other documents may be obtained by directing such requests to BBA. Financial Analyst Conference There will be a financial analyst conference call today at 4:30 PM EDT. It can be monitored via the world wide web at www.IFF.com. The reservation number for the webcast is 16451802. Real Network's Real Player or Microsoft Media Player is required to access the webcast. They can be downloaded from www.real.com or www.microsoft.com/windows/mediaplayer. Contact: Contacts for IFF Douglas J. Wetmore 212-708-7145 or Joele Frank / Barrett Godsey Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 or Contacts for BBA Fred W. Brown 201-782-3363 Kenneth M. McHugh 201-782-3364