CVC Capital Partners – IFF’s Food Ingredients business

WA-65030

CVC Capital Partners plc (together with its affiliates and subsidiaries, **CVC**), through Foxtrot US Bidco Inc, Foxtrot UK Bidco Limited and Foxtrot Denmark Bidco ApS (collectively, the **Purchasers**), entered into a transaction agreement with International Flavors & Fragrances Inc. (together with its direct and indirect subsidiaries, **IFF**) for the acquisition of c. 90% of the equity interests in its Food Ingredients business (the **Target Business**) (the **Acquisition**). The Purchasers are indirectly controlled by funds or vehicles advised or managed by affiliates of CVC. CVC is a global alternative investment manager focused on private equity, credit, infrastructure and secondaries, and includes CVC Capital Partners plc (**CVC plc**), each of its subsidiaries from time to time and the CVC Funds (defined below). CVC plc is listed on the Amsterdam Stock Exchange. As it relates to the CVC Network’s private equity activities, CVC plc indirectly, through certain of its subsidiaries from time to time, provides investment advice to and/or manages investments on behalf of certain funds and investment vehicles (the **CVC Funds**). CVC holds interests in a number of companies active in a variety of industries around the world, including in financial services, chemicals, utilities, manufacturing, retailing and distribution, in Europe, the US and the Asia-Pacific region. IFF is a creator and manufacturer of products for the food, beverage, health and biosciences and scent sectors. IFF maintains a global production footprint comprising 36 production sites, 17 application laboratories and 5 pilot plants across all major regions, with approximately 6,000 employees. IFF’s Food Ingredients business develops, manufactures and sells ingredient solutions for the food and beverage industry. Its main product lines are developed across seven key operations: ingredient systems, protein solutions, emulsifiers, texturants, food inclusions, sweeteners, and food protection. Post-completion of the Acquisition, CVC, through the Purchasers, will own a majority stake in, and have sole control over, the Target Business and hold a majority of the votes of the Board of Directors of the company that ultimately controls the Target Business at closing. IFF will retain a non-controlling minority stake of ~9.9% in the Target Business. In Australia, the transferring Target Business entities will be Danisco Australia Pty Limited, Nutrition & Biosciences Australia Pty Ltd, Solae Australia Pty Limited, and Taura Natural Ingredients Holdings Pty Limited.