March 11/Business & Finance Week -- Frutarom Industries Ltd. signed an agreement to acquire the assets and business of the American Company Flavors Specialties Inc. (FSI), which has activities also in Central and South America, for a cash payment of $17.2 million. The acquisition agreement determines a future upwards or downwards earn-out mechanism, based on the average EBITDA generated by FSI during the 24 months ending December 31, 2010, multiplied by 5.5. In accordance with the earn-out mechanism, total consideration could increase up to a maximum of $27 million or decrease to $3.15 million. The upwards earn-out payment will be paid (by Frutarom) for average EBITDA in excess $3.1 million and the downwards EBITDA will be paid (to Frutarom) for averaged EBITDA below $2.7 million. In 2008, FSI's sales totaled approximately $11.5 million. In 2007, FSI's sales totaled approximately $11.2 million. The acquisition will be financed through bank loans.
Established in 1979, FSI is a flavor and botanical extracts company that develops, produces and markets flavors and botanical extracts mainly for the food and beverage industry. FSI has a production site in Corona, Cal., and it employs some 38 employees.