FFG Industries, Inc. Commences Tender Offer to Acquire Technology Flavors & Fragrances, Inc.
16 Mai 2005 - 11:35PM
PR Newswire (US)
FFG Industries, Inc. Commences Tender Offer to Acquire Technology
Flavors & Fragrances, Inc. UPPER SADDLE RIVER, N.J., May 16
/PRNewswire/ -- FFG Industries, Inc. announced today that it has
commenced a tender offer through a wholly owned subsidiary to
purchase all of the outstanding shares of common stock of
Technology Flavors & Fragrances, Inc. (AMEX:TFF) for $1.55 per
share net to the seller in cash. The terms and conditions of the
offer are set forth in documents filed today with the Securities
and Exchange Commission. The offer and withdrawal rights are
scheduled to expire at midnight, New York City time, on June 14,
2005, unless the offer is extended. The offer is being made
pursuant to the previously announced Agreement and Plan of Merger
among the companies. Following the successful completion of the
tender offer, Technology Flavors & Fragrances will be merged
with the wholly owned subsidiary of FFG Industries, and as a result
Technology Flavors & Fragrances will become a private company.
The tender offer is not contingent upon obtaining financing, but is
subject to the satisfaction of other conditions, including the
absence of a material adverse change to the business or prospects
of Technology Flavors & Fragrances or the consolidated company
after the merger. The Board of Directors of Technology Flavors
& Fragrances has unanimously approved the transaction and
recommended that stockholders tender their shares in the tender
offer. This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
made only through the Offer to Purchase, the related Letter of
Transmittal and other tender offer documents, which are being
mailed to stockholders of Technology Flavors & Fragrances
beginning today. Stockholders of Technology Flavors &
Fragrances are advised to read the tender offer documents because
they contain important information. Stockholders may obtain a copy
of the tender offer documents for free at the SEC's website at
http://www.sec.gov/ or from the information agent. FFG Industries,
Inc. has appointed Mellon Investor Services LLC to act as
depositary and information agent in the tender offer. Copies of the
offering documents describing the tender offer may be obtained by
calling Mellon Investor Services LLC at 1-888-509-7935. DATASOURCE:
FFG Industries, Inc. CONTACT: Mellon Investor Services LLC,
1-888-509-7935 for FFG Industries, Inc.
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