Innophos Holdings, Inc. IPHS said Monday it has entered into a definitive agreement with an affiliate of One Rock Capital Partners, LLC in which One Rock will acquire all of the food additive maker's outstanding shares for $32 per share in cash in a transaction valued at approximately $932 million, including the assumption of debt.
The closing of the transaction is expected to occur in the first quarter of 2020.
The offer price represents an 18% premium to the 30-trading day volume-weighted average closing share price of Innophos' common stock ended Sept. 9.
The agreement has a 30-day "go-shop" provision during which Innophos will solicit alternative proposals, the company said.
Under the terms of the definitive agreement, Innophos said it has suspended the payment of all dividends.
"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," Innophos CEO Kim Ann Mink said in a statement.
Lazard is acting as exclusive financial advisor to Innophos, and Baker Botts LLP is acting as its legal counsel. Latham & Watkins LLP is acting as legal counsel to One Rock, and RBC Capital Markets, LLC is acting as its financial advisor with respect to the transaction.
Innophos Holdings shares were down 0.099% at $35.34 at time of publication. The stock has a 52-week high of $22.57 and a 52-week low of $37.53.
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