EXHIBIT 6
[LOGO OF IFF]
October 6, 2000
0 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
To Our Shareholders:
We are pleased to inform you that on September 25, 2000, Xxxx Xxxxx Xxxxx
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with International Flavors & Fragrances Inc., a New York
corporation ("Parent"), and B Acquisition Corp., a Virginia corporation
("Offeror") and a wholly-owned subsidiary of Parent, pursuant to which Offeror
has commenced a tender offer (the "Offer") to purchase all of the outstanding
shares of common stock, par value $1.00 per share, of the Company (the
"Shares") for $48.50 per Share in cash. The Offer is conditioned upon, among
other things, there being validly tendered and not properly withdrawn prior to
the expiration of the Offer that number of Shares which, together with any
Shares then beneficially owned by Offeror or Parent, represents greater than
66 2/3% of Shares outstanding on a fully diluted basis (assuming the exercise
of all outstanding options) on the date of purchase. International Paper
Company ("IP") owns approximately 68% of the outstanding Shares and has agreed
to tender its Shares into the Offer. The Merger Agreement provides that as
soon as practicable following the satisfaction or waiver of the conditions set
forth in the Merger Agreement, Offeror will be merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger"), and those Shares that are not acquired in the Offer will be
converted into the right to receive $48.50 per Share in cash.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (1) DETERMINED THAT THE
TERMS OF THE OFFER AND THE MERGER ARE ADVISABLE AND IN THE BEST INTERESTS OF
THE COMPANY AND ITS SHAREHOLDERS, (2) APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND (3)
RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER. In arriving at its recommendation, the Board of Directors
considered the factors described in the accompanying Schedule 14D-9 (the
"Schedule 14D-9"). Included as Annex A to the Schedule 14D-9 is a written
opinion to the Company's Board of Directors, dated September 25, 2000, of
Credit Suisse First Boston Corporation ("CSFB"), the Company's financial
advisor, to the effect that, as of that date and based on and subject to the
matters described in such opinion, the $48.50 per Share cash consideration to
be received in the Offer and the Merger by the holders of Shares was fair,
from a financial point of view, to such holders (other than Parent and its
affiliates). You are urged to read this opinion carefully in its entirety for
a description of the assumptions made, procedures followed, matters considered
and limitations on the review undertaken by CSFB in rendering its opinion.
The accompanying Offer to Purchase sets forth all of the terms of the Offer.
Additionally, the enclosed Schedule 14D-9 sets forth additional information
regarding the Offer and the Merger relevant to making an informed decision. We
urge you to read these materials carefully and in their entirety.
Very truly yours,
Xxxxxx X. Xxxxxx
Chairman, President and Chief
Executive Officer
