Deal Description: – Innophos Holdings, Inc. (“Innophos” or the “Company”) (NASDAQ:IPHS), a leading international producer of essential ingredients, today announced that it has entered into a definitive agreement with an affiliate of One Rock Capital Partners, LLC (“One Rock”), a leading middle-market private equity firm, whereby 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.

The offer price represents an 18% premium to the 30-trading day volume weighted average closing share price of Innophos’ common stock ended September 9, 2019, the last trading day prior to published market speculation regarding a potential transaction involving the Company.

The closing of the transaction is expected to occur in the first quarter of 2020, subject to stockholder and regulatory approvals and the satisfaction of customary closing conditions. Upon the completion of the transaction, Innophos will become a privately held company and shares of Innophos’ common stock will no longer be listed on any public market.

Baker Botts Lawyers/Office Involved:

Corporate: Lee Charles (Partner, New York); Jamie Yarbrough (Associate, Houston); Ieuan List (Associate, Houston), Catherine Ellis (Associate, Houston); Matt Shell (Associate, New York) and Eileen Boyce (Senior Associate, Houston)

Employee Benefits: Rob Fowler (Partner, Houston); Jennifer Trulock (Partner, Dallas); Marian Fielding (Senior Associate, Dallas) and Gabriela Alvarez (Associate, Houston)

Antitrust: David Cardwell (Counsel, Brussels)

Finance: Martin Toulouse (Partner, New York)

Environmental: Aileen Hooks (Partner, Austin)

Intellectual Property: Sandra Lee (Partner, New York)

Tax: Don Lonczak (Partner, Washington) and Peter Farrell (Associate, Washington)

For more information, please see Innophos’s news release.

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