US flavour group Technology Flavors and Fragrances, Inc. has entered into a letter of intent to merge with another flavour and fragrance company Belmay Holding Corp., the two companies announced on Wednesday.
Pursuant to the terms of the proposed merger, TFF would issue at closing new shares of TFF's common stock such that the Belmay stockholders would own approximately 75 per cent of TFF's common stock on a fully diluted basis computed immediately prior to the effective date of the merger.
On closing, TFF would change its name to Belmay/TFF, Inc. and reconstitute its board of directors.
Ted Kesten, President and CEO of Belmay, will become the Chairman and CEO of the combined entity and Mr. Philip Rosner, Chairman and CEO of TFF, will become the Vice Chairman.
The combined entity will have in excess of $60 million (68 million euros) in sales.
Consummation of the merger is subject to numerous conditions, including the execution of a definitive merger agreement, the receipt of Board and stockholder approval, the receipt of all regulatory and stock exchange approval, and due diligence.
Belmay is a privately held flavour and fragrance supplier employing 355 people.
Technology Flavors & Fragrances, Inc. creates, develops, manufacturers and markets flavours and fragrances which are incorporated into a wide variety of consumer and institutional products, including natural and artificial flavoured beverages, confections, foods, pharmaceuticals, aromatherapy products, perfumes and health and beauty products.
Rosner, TFF's Chairman and Chief Executive Officer, said, ``The combination of the two companies is an important step in transforming TFF to a world-class global developer and manufacturer of flavours and fragrances.
Belmay's extensive international operations and infrastructure will provide us with a solid base of operations around the world to expand our product portfolio and capabilities there."