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IFF Announces Pricing of Common Stock and Tangible Equity Unit Offerings

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Regulatory News:

International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF), a leading innovator of sensorial experiences that move the world, today announced that it has priced its previously announced public offering of 11,516,315 shares of its common stock at $130.25 per share and that it has priced its previously announced concurrent offering of 15,000,000 of its 6.00% tangible equity units at $50.00 per unit (equal to the stated amount per unit). The common stock offering and tangible equity unit offering are separate public offerings made by means of separate prospectus supplements under IFF’s effective shelf registration statement and are not contingent on each other or upon the consummation of the merger discussed below. IFF's common stock is listed on the New York Stock Exchange and Euronext Paris under the symbol “IFF,” and IFF intends to apply to list the tangible equity units on the New York Stock Exchange under the symbol “IFFT.” IFF anticipates that each offering will close on September 17, 2018, subject to customary closing conditions.

IFF has granted the underwriters in the common stock offering a 30-day option to purchase up to an additional 1,151,632 shares of its common stock. IFF has also granted the underwriters in the tangible equity unit offering a 30-day option to purchase up to an additional 1,500,000 tangible equity units, solely to cover over-allotments, if any.

Each tangible equity unit is comprised of a prepaid stock purchase contract and a senior amortizing note due September 15, 2021, each issued by IFF. Unless earlier redeemed or settled, each purchase contract will automatically settle on September 15, 2021 (subject to postponement in certain limited circumstances), and IFF will deliver between 0.3134 and 0.3839 shares of common stock per purchase contract, subject to adjustment, based upon the applicable market value of the common stock, as described in the final prospectus supplement relating to the tangible equity unit offering. Each amortizing note will have an initial principal amount of $8.45436, will bear interest at a rate of 3.79% per annum and will have a final installment payment date of September 15, 2021. On each March 15, June 15, September 15 and December 15, commencing on December 15, 2018, IFF will pay equal quarterly cash installments of $0.75000 per amortizing note (except for the December 15, 2018 installment payment, which will be $0.73333 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate per year will be equivalent to 6.00% per year with respect to each $50 stated amount of tangible equity units. The amortizing notes will be the senior unsecured obligations of IFF.

IFF expects the net proceeds from the common stock offering to be approximately $1,456 million (or up to $1,602 million if the underwriters for the common stock offering exercise their option to purchase additional shares of IFF’s common stock) and expects the net proceeds from the tangible equity unit offering to be approximately $726 million (or up to $799 million if the underwriters for the tangible equity unit offering exercise their over-allotment option), in each case after deducting underwriting discounts and commissions and estimated expenses. IFF intends to use the net proceeds from these offerings, together with borrowings under new term loans, additional debt financing and cash on hand, to finance the previously announced merger with Frutarom Industries Ltd. and to pay related fees and expenses. If for any reason the merger is not consummated, then IFF intends to use the net proceeds from these offerings for general corporate purposes.

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the common stock offering and for the tangible equity unit offering. BNP Paribas Securities Corp. is acting as senior lead manager and Citizens Capital Markets, Inc., ING Financial Markets LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC and HSBC Securities (USA) Inc. are acting as co-managers for the common stock and the tangible equity offerings. BTIG, LLC is also acting as a co-manager for the common stock offering and U.S. Bancorp Investments, Inc. and Standard Chartered Bank are also acting as co-managers for the tangible equity unit offering. The offerings of common stock and tangible equity units (including the component stock purchase contracts and senior amortizing notes) are being made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”). Each offering may only be made by means of the prospectus supplement relating to such offering and the accompanying prospectus. Copies of the prospectus supplement for each offering and the accompanying prospectus can be obtained by contacting Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or by mail at Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: 1-866-803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Meet IFF

International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF) is a leading innovator of sensorial experiences that move the world. At the heart of our company, we are fueled by a sense of discovery, constantly asking “what if?”. That passion for exploration drives us to co-create unique products that consumers taste, smell, or feel in fine fragrances and beauty, detergents and household goods, as well as beloved foods and beverages. Our 7,300 team members globally take advantage of leading consumer insights, research and development, creative expertise, and customer intimacy to develop differentiated offerings for consumer products.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995, including the completion and timing of the offerings described, the anticipated use of proceeds from the offerings and completion of the merger. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the ability to satisfy customary closing conditions with respect to the offering, prevailing market conditions, and the impact of general economic, industry or political conditions in the United States or internationally. Additional risks and uncertainties relating to the offering, IFF and its business can be found in IFF’s SEC filings, including IFF’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Commission on February 27, 2018. IFF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact information

International Flavors & Fragrances Inc.
Michael DeVeau, 212-708-7164
VP, Global Corporate Strategy, Investor Relations & Communications
Michael.DeVeau@iff.com

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