LANXESS Aktiengesellschaft (XTRA:LXS) entered into an agreement to acquire Microbial Control business unit of International Flavors & Fragrances Inc. (NYSE:IFF) for approximately $1.3 billion on August 23, 2021. Microbial Control is composed of approximately 270 colleagues with two production facilities in the United States. LANXESS will finance the purchase price with debt capital and has secured respective bridge financing. As per update on August 27, 2021, transaction will be financed through issuance of bonds and bridge loan provided by Citibank. The acquisition achieving an attractive purchase price of 9.6 times EBITDA. The transaction is subject to customary closing conditions, including satisfaction of applicable consultations requirements, and relevant antitrust clearances. As of May 5, 2022, all antitrust approved required for the transaction has been obtained. Transaction is pending the other closing conditions, that are not yet fulfilled by IFF. The transaction is expected to close in the second quarter of 2022. The transaction is expected to close on May 1, 2022. As of May 5, 2022, LANXESS anticipates to close the acquisition on July 1, 2022. The cash proceeds net of taxes and expenses will be primarily used to reduce outstanding debt. The acquisition is expected to be earnings per share accretive already in the first fiscal year after closing.

BofA Securities acted as financial advisor and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to IFF. Paul Humphreys, Judit Gajdics, Maj Vaseghi, Ulrich Sittard, Jochen Dieselhorst, Theresa Ehlen, David Beutel, Robert Scarborough, Helmut Bergmann, Mary Lehner, Sascha Arnold, Gerrit Beckhaus, Christoph Werkmeister, Michael Josenhans, Holger Düchting and Christina Trebing of Freshfields Bruckhaus Deringer LLP advised LANXESS on the acquisition. Malte Stoever and Robin Schmidt of Deloitte provided financial due diligence, Andreas Becker provided pre-PPA advice and Axel Mayer and Hiroshi Ochi of Deloitte provided IT due diligence to LANXESS. Bettina Steinhauer, Kevin Lehpamer and Matthew Warner of Clifford Chance acted as legal advisors to Citibank.

LANXESS Aktiengesellschaft (XTRA:LXS) completed the acquisition of Microbial Control business unit of International Flavors & Fragrances Inc. (NYSE:IFF) on July 1, 2022.