Below is the immediate report submitted to the Israeli Securities Authority ("ISA") and the Tel-Aviv Stock Exchange through the ISA's electronic submission system in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970.
Frutarom Industries Ltd.
("Company")
Registration No.: 52-004280-5
The securities of the Company are listed for trading on the Tel-Aviv Stock Exchange
Name: Frutarom
25 HaShaish St., P.O.B. 10067, Haifa 26110
Tel: +972-4-846 2401, Fax: +972-4-872 2517, www.frutarom.com
Email: kbenari@frutarom.com
February 7, 2012
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Israeli Securities Authority |
Tel Aviv Stock Exchange Ltd. |
Immediate Report
February 7, 2012
Nature of the Event: Acquisition of Mylner - Brazilian Flavors Company
Frutarom Industries Ltd. ("Frutarom" or the "Company") hereby announces that today it signed an agreement, through its subsidiary in Brazil, to acquire 100% of the share capital of Mylner Indústria E Comércio Ltda, a Brazilian Flavors company, and its Brazilian mother company, Vila Osório Participações s/a (the two companies together shall hereafter be referred to as: "Mylner"), in return for approximately US$ 15.7 million (approximately 27.1 million BRL).
Mylner's sales turnover in 2011 came to US$11.4 million (approximately 19 million BRL) a growth of some 8% compared to 2010, when sales turnover came to approximately US$10 million (approximately 17.5 million BRL).
The financial assessments presented above are based on Mylner's managerial reports, which have not been audited by accounting auditors.
Mylner, founded in 1974, develops manufactures and markets flavor solutions, focusing mainly on sweet flavors for beverages and baked goods, natural plant extracts and natural flavor products. Mylner has a modern development, production and marketing site near Sao Paulo, Brazil, including land for future expansion, and employs some 70 workers. Mylner's wide customer base includes leading food and beverage manufacturers in developing countries in Latin America and mainly Brazil.
It is the Company's assessment that the acquisition will significantly increase Frutarom's customer base, product offering and scope of sales in Brazil in the area of flavors, while expanding its market share in the growing Brazilian and Latin American markets. Frutarom intends to utilize Mylner's management, research and development, sales and production capacities to develop its business in the region.
The acquisition was financed through bank credit and completed upon signing.
It is to be noted that Frutarom does not consider this transaction the acquisition of a substantial asset.
This report includes forward-looking statements, as defined by the Israeli Securities
Law - 1968, including, inter alia, data, forecasts, goals, objectives, and/or other information relating to future events or circumstances which may or may not be realized and which are not solely in Frutarom's control.
These forward-looking statements are based on estimates determined by Frutarom's management which are determined, among others, by the information available to the management at the time of publication, including estimates relating to the activities of Frutarom, objectives, goals, strategies, events and future intentions.
By their nature, forward-looking statements involve risk and uncertainty and are not guarantees of future performance. The realization or lack thereof of forward-looking statements will be determined by risk factors that characterize Frutarom's activities, changes in the environment and external factors that exert influence upon the Frutarom Group (including Mylner) and its activities.
Date and time at which the Company was first made aware of the event: February 7, 2012 at 4:30 A.M.
Sincerely Yours,
Tali Mirsky, Adv.
VP Legal Affairs and Corporate Secretary



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