INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On August25, 2017, Innophos Holdings, Inc. (the “Company”) completed its previously announced acquisition of GenNx Novel Holding, Inc. (“Novel”). to the terms of the Agreement and Plan of Merger, dated as of July28, 2017 (the “Merger Agreement”), among the Company, Thor Merger Sub, Inc. (“Merger Sub”), an indirect wholly owned subsidiary of the Company, Novel and GenNx Novel Representative, LLC, as the shareholders’ representative, Merger Sub merged with and into Novel (the “Merger”), with Novel continuing as the surviving corporation and an indirect wholly owned subsidiary of the Company.
Under the terms of the Merger Agreement, the Company paid the holders of Novel’s common stock and options aggregate consideration of $125 million, subject to certain adjustments based upon debt, working capital and Novel’s transaction expenses. A portion of the purchase price was placed into escrow and will be released in accordance with the terms of the Merger Agreement and related transaction documents.
The above summary of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01 Regulation FD Disclosure.
On August28, 2017, the Company issued a press release announcing the completion of the Merger. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in response to this item.
Item 2.01Financial Statements and Exhibits.
The following exhibits are filed (Exhibit 10.1) or furnished (Exhibit 99.1) with this Current Report on Form 8-K:
|10.1||Agreement and Plan of Merger, dated as of July 28, 2017, by and among Innophos, Holdings Inc., Thor Merger Sub, Inc., GenNx Novel Holding, Inc. and GenNx Novel Representative, LLC, as the shareholders’ representative (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 1, 2017)|
|99.1||Press Release, dated August 28, 2017|
Innophos Holdings, Inc. ExhibitEX-99.1 2 d423812dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Contact Media Contact Mark Feuerbach Ryan Flaim Innophos Sharon Merrill Associates 609-366-1204 617-542-5300 [email protected] [email protected] INNOPHOS COMPLETES ACQUISITION OF NOVEL INGREDIENTS CREATING A NEARLY $0.5 BILLION FOOD,…To view the full exhibit click
About INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS)
Innophos Holdings, Inc. is a producer of nutritional specialty ingredients with applications in food, beverage, dietary supplements, pharmaceutical, oral care and industrial end markets. The Company also provides bioactive mineral and nutritional ingredients. Its segments include Specialty Phosphates US & Canada, Specialty Phosphates Mexico, and GTSP & Other. The Specialty Phosphates US & Canada segment and Specialty Phosphates Mexico segment comprises product lines, such as Specialty Ingredients; Food and Technical Grade Purified Phosphoric Acid (PPA), and Technical Grade Sodium Tripolyphosphate (STPP) & Detergent Grade PPA. The GTSP & Other segment includes fertilizer co-product Granular Triple Super Phosphate (GTSP) and other non-specialty phosphate products. It produces a range of botanical, enzyme and mineral-based ingredients through various production processes, including spray drying, roller compactions, grinding, wet granulations, solvent extractions and custom blending.