New York private equity firm One Rock Capital Partners LLC entered into a definitive agreement to acquire all outstanding shares of Cranbury-based ingredients company Innophos Holdings Inc. for $32.00 per share in cash in a transaction valued at approximately $932 million, including the assumption of debt.
The transaction has been 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 Chief Executive Officer Kim Ann Mink in a statement.
“We remain confident that our transformational strategy is the right path forward for Innophos; however, executing on this strategy in an increasingly volatile macroeconomic and complex financial environment as a small-cap public company remains challenging and could take longer than initially expected,” Mink said. “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 makes ingredients for health and nutrition, food and beverage, and industrial brands to “create science-based solutions that improve quality of life,” according to the company. It has manufacturing operations across the United States, Canada, Mexico and China.
“Innophos’ innovative ingredient solutions are used by world-leading brands across a wide range of attractive food, health, nutrition and industrial markets. The company has a strong foundation and a transformative growth strategy,” said One Rock Managing Partner Tony Lee in a statement. “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 agreement includes a 30-day “go-shop” period, during which Innophos will solicit alternative acquisition proposals, leaving open the possibility of negotiations with other companies.
Closing is expected in the first quarter of 2020, subject to customary closing conditions and stockholder and regulatory approvals. Upon completion, Innophos will become a privately held company and shares of its common stock will no longer be listed on the public market.
