AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL FLAVORS & FRAGRANCES INC. ICON NEWCO LTD. and FRUTAROM INDUSTRIES LTD. Dated as of May 7, 2018Agreement and Plan of Merger • May 9th, 2018 • International Flavors & Fragrances Inc • Industrial organic chemicals • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2018, is made by and among International Flavors & Fragrances Inc., a New York corporation (“Parent”), Icon Newco Ltd., a company organized under the laws of the State of Israel and a wholly owned Subsidiary of Parent (“Merger Sub”), and Frutarom Industries Ltd., a company organized under the laws of the State of Israel (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
VOTING AGREEMENTVoting Agreement • May 9th, 2018 • International Flavors & Fragrances Inc • Industrial organic chemicals • Delaware
This VOTING AGREEMENT, dated as of May 7, 2018 (this “Agreement”), by and among International Flavors & Fragrances Inc., a New York corporation (“Parent”), the shareholders of Frutarom Industries Ltd. (the “Company”) listed on the signature page hereto (the “Shareholders”) and any Permitted Transferee (as defined below) that becomes a party to this Agreement by executing and delivering a joinder to this Agreement in the form attached hereto as Exhibit A.
