Under terms of the deal, One Rock will acquire all of Innophos’ outstanding shares for $32.00 per share in cash in a transaction valued at approximately $932 million, including the assumption of debt. The transaction has been unanimously approved by Innophos’ Board of Directors.
“After careful consideration and a thorough review of our strategic alternatives, including an outreach program to multiple potential financial and strategic partners over several months, the Board determined that a sale to One Rock is in the best interest of all of our stakeholders,” said Innophos Chairman, President and CEO Kim Ann Mink. “We remain confident that our transformational strategy is the right path forward for Innophos.”
However, Mink added, executing this strategy in an increasingly volatile macroeconomic and complex financial environment remains challenging and could take longer than initially expected. “While we believe our long-term goals are achievable, we believe that the offer from One Rock is in the best interest of our stockholders as it will deliver immediate and certain value. We believe this transaction represents a winning proposition for all of our stakeholders, including our employees and customers.”
Innophos’ ingredient solutions are used by brands across a wide range of food, health, nutrition and industrial markets.
Tony W. Lee, managing partner of One Rock, commented, “In drawing upon One Rock’s extensive experience, part of our goal is to maximize Innophos’ growth potential by continuing to expand its presence in high-growth food, health and nutrition markets, while further strengthening and optimizing its cash-generative core business. We look forward to working with Innophos to accomplish these goals and position the Company for continued success.”
The definitive agreement includes a 30-day “go-shop” period, commencing immediately, during which Innophos, with the assistance of its legal and financial advisors, will solicit alternative acquisition proposals and potentially enter into negotiations with respect to alternative proposals.
Innophos announced preliminary Q3 2019 financial results with expectations for revenue of approximately $190 million, net income of $6-7 million, EBITDA of $24-25 million, and Adjusted EBITDA of $29-30 million.
Innophos plans to announce Q3 2019 financial results the week of Nov. 4. Given the pending transaction, the company will not host a Q3 2019 earnings call.