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Exhibit (A).(4)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Bush Boake Allen Inc.
at
$48.50 Net Per Share
by
B Acquisition Corp.
a wholly owned subsidiary of
International Flavors & Fragrances Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, NOVEMBER 3, 2000, UNLESS THE OFFER IS EXTENDED.
October 6, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by B Acquisition Corp., a Virginia corporation
("Merger Subsidiary") and a wholly owned subsidiary of International Flavors &
Fragrances Inc., a New York corporation ("Parent"), to act as Dealer Manager
in connection with Merger Subsidiary's offer to purchase all outstanding
shares of common stock, par value $1.00 per share, (the "Shares"), of Bush
Boake Allen Inc., a Virginia corporation (the "Company"), at a purchase price
of $48.50 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 6, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, who cannot complete the
procedures for book-entry transfer on a timely basis, or who cannot deliver
all other required documents to The Bank of New York (the "Depositary") prior
to the Expiration Date (as defined in the Offer to Purchase) must tender their
Shares according to the guaranteed delivery procedures set forth in Section 3
of the Offer to Purchase.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date that number of Shares
which represents more than 66 2/3% of the then outstanding Shares on a fully
diluted basis and (2) any applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, or under any applicable
merger control regulations of foreign governmental entities, individually or
in the aggregate, having jurisdiction over a material portion of the Company's
business or assets having expired or been terminated by the Expiration Date of
the Offer. International Paper Company, the principal shareholder of the
Company (the "Principal Shareholder"), beneficially owns approximately 68% of
the Company's outstanding Shares and has agreed to tender its Shares in the
Offer. See Section 10 of the Offer to Purchase. The Company has agreed to
consent to a waiver of the minimum condition, described in clause (1) above,
to enable Merger Subsidiary to purchase the Shares owned by the Principal
Shareholder if the Principal Shareholder has tendered its Shares, but the
total number of Shares tendered does not constitute more than 66 2/3% of the
outstanding Shares of the Company on a fully diluted basis. The Offer is also
subject to other conditions. See Section 13 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
1. Offer to Purchase, dated October 6, 2000;
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2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender
Shares);
3. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or if such certificates and all
other required documents cannot be delivered to the Depositary, or if the
procedures for book-entry transfer cannot be completed on a timely basis;
4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
5. The letter to shareholders of the Company from Julian W. Boyden,
Chairman, Chief Executive Officer and President of the Company, accompanied
by the Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by the Company, which
includes the recommendation of the Board of Directors of the Company (the
"Company Board") that shareholders accept the Offer and tender their Shares
to Merger Subsidiary thereunder; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
The Company Board unanimously (i) determined that the terms of the Offer and
the Merger are advisable and in the best interests of the Company and its
shareholders, (ii) approved the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and (iii) recommends
that shareholders accept the Offer and tender their Shares pursuant to the
Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 25, 2000 (the "Merger Agreement"), among the Company, Parent
and Merger Subsidiary. The Merger Agreement provides for, among other things,
the making of the Offer by Merger Subsidiary, and further provides that Merger
Subsidiary will merge with and into the Company (the "Merger") as soon as
practicable following the satisfaction or waiver of each of the conditions to
the Merger set forth in the Merger Agreement. Following the Merger, the
Company will continue as the surviving corporation, wholly owned by Parent,
and the separate corporate existence of Merger Subsidiary will cease.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and other required documents should be sent to
the Depositary and (ii) Share Certificates representing the tendered Shares
should be delivered to the Depositary, or such Shares should be tendered by
book-entry transfer into the Depositary's account maintained at the Book-Entry
Transfer Facility (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents prior to the
Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Merger Subsidiary will not pay any fees or commissions to any broker or
dealer or other person (other than the Depositary, the Information Agent and
the Dealer Manager as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Merger Subsidiary will, however, upon
request, reimburse you for customary mailing and handling costs incurred by
you in forwarding the enclosed materials to your customers.
Merger Subsidiary will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, NOVEMBER 3, 2000, UNLESS THE OFFER IS EXTENDED.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
MORGAN STANLEY & CO.
Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PARENT, MERGER SUBSIDIARY, THE COMPANY, THE
DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY
OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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