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.
Registration No.: 52-004280-5
The securities of Frutarom Industries Ltd. are listed for trading on the Tel-Aviv Stock Exchange
25 HaShaish St., P.O.B. 10067, Haifa 2611001
Tel: +972-4-846 2401, Fax: +972-4-872 2517, www.frutarom.com
June 25, 2017
Israeli Securities Authority
Tel Aviv Stock Exchange Ltd.
Subject: Purchase of Control in a Brazilian Flavors Company
Frutarom Industries Ltd. ("Frutarom" or the "Company") hereby announces that on June 22, 2017 it signed an agreement for the purchase, through a subsidiary, of 80% of the shares in SDFLC Brasil Indústria E Comércio Ltda. ("SDFLC"), for the sum of BRL 110 million (approx. US$ 33 million) plus future consideration based on SDFLC's business performance in 2017 and 2018. The agreement includes an option for the purchase of the balance of shares beginning about two and a half years after the date of completion of the transaction at a price based on SDFLC's business performance from 2017 to 2019. The transaction was completed upon signing and financed through bank debt.
SDFLC was founded in 2001 in the city of Sete Lagoas in the Brazilian state of Minas Gerais and has a leading position in the market for taste solutions for ice creams and desserts in Brazil based on longstanding Italian tradition and technological specialization. SDFLC provides its customers support in product R&D built on a full and high quality portfolio of solutions for ice creams and desserts based on natural ingredients and includes: diverse taste solutions, texture solutions, coatings and glazing, as well as a unique diversity of innovative functional solutions (low sugar, low fat, low calorie and non-allergenic).
SDFLC employs about 90 workers and serves around 2,250 customers in Brazil in the field of ice cream and desserts, including independent artisan ice cream makers, multinationals, food processing companies and leading dining chains, and this is by means of a sales and marketing network with wide-ranging professional knowledge and broad nationwide deployment. SDFLC has advanced and innovative R&D capabilities and proven abilities in developing innovative taste solutions for ice creams adapted to consumer demand and Brazilian tastes.
The managers and founders of SDFLC will continue serving in their roles along with continuing on as shareholders in the company.
According to SDFLC's managerial reports, SDFLC sales in the 12 months ending May 2017 totaled approximately BRL 72 million (approx. US$ 22 million).
Frutarom does not view this transaction as the purchase of a material asset.
Tali Mirsky, Adv.
Global VP Legal Affairs & Corporate Secretary
Frutarom Industries Ltd.
This information is provided by RNS