AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934
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BUSH BOAKE ALLEN INC.
(Name of Subject Company)
BUSH BOAKE ALLEN INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
123162109
(CUSIP Number of Class of Securities)
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Dennis M. Meany, Esq.
Vice President, General Counsel and Secretary
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, New Jersey 07645
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person filing Statement)
WITH A COPY TO:
Robert B. Schumer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
[x] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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PRELIMINARY COMMUNICATIONS MADE BEFORE COMMENCEMENT OF A TENDER OFFER:
INTERNATIONAL FLAVORS & FRAGRANCES TO ACQUIRE
BUSH BOAKE ALLEN FOR $970 MILLION
NEW YORK (September 25, 2000) -- International Flavors & Fragrances Inc. ("IFF")
(NYSE: IFF) and Bush Boake Allen Inc. ("BBA") (NYSE: BOA) today announced that
their Board 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 in the aggregate 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), 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 #1 company in flavors in the world
and enhance its already premier #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
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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, 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
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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
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 webcase 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.
CONTACTS FOR IFF CONTACTS FOR BBA
Douglas J. Wetmore Fred W. Brown
212-708-7145 201-782-3363
Joele Frank/Barrett Godsey Kennedy M. McHugh
Joele Frank, Wilkinson Brimmer Katcher 201-782-3364
212-355-4449
# # #
Certain statements in this press release, including statements about the
proposed acquisition agreement, constitute "forward-looking statements" within
the meaning of the Private Securities Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
including those factors in Bush Boake Allen Inc.'s Quarterly Report on Form 10-Q
for the quarter ended June 25, 2000 and other reports and filings with the
Securities and Exchange Commission. There can be no assurance that the
transactions contemplated by the merger agreement, which is subject to numerous
conditions, will be completed.
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THE TENDER OFFER FOR THE OUTSTANDING SHARES OF BUSH BOAKE ALLEN INC. COMMON
STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME THE
OFFER IS COMMENCED, THE OFFEROR WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE
TO WITH THE SECURITIES AND EXCHANGE COMMISSION AND BUSH BOAKE ALLEN INC. WILL
FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER ON
SCHEDULE 14D-9. SECURITY HOLDERS SHOULD READ EACH OF THE TENDER OFFER STATEMENT
AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS AVAILABLE BECAUSE EACH
CONTAINS IMPORTANT INFORMATION. SECURITY HOLDERS CAN OBTAIN THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER
FILED DOCUMENTS FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. OTHER FREE DOCUMENTS AVAILABLE AT SUCH WEBSITE INCLUDE BUSH BOAKE
ALLEN INC.'S PERIODIC REPORTS FILED UNDER THE SECURITIES EXCHANGE ACT OF 1934.
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