Frutarom Ltd. made an offer to acquire the remaining 81.3% stake in Enzymotec Ltd. (NasdaqGS:ENZY) from Paulson & Co. Inc. and others for approximately $220 million on August 24, 2017. Under the terms, Frutarom Ltd. entered into a definitive agreement to acquire the remaining stake in Enzymotec Ltd. from its shareholders for approximately $230 million on October 28, 2017. As of the merger agreement dated October 28, 2017, the offer price was revised to $11.9 per share from $11.5 per share. All the convertible securities and restricted stock unit relating to shares (RSUs) that Enzymotec has issued will be cancelled in exchange for the right to receive cash payment equal to any difference between the exercise price and the merger consideration. Frutarom expects to fund the offer from its working capital, existing credit facilities and/or new credit facilities it expects to enter into prior to commencement of the offer. As of January 11, 2018, Frutarom entered into a loan agreement to finance the transaction. The loan amount totaled to $235 million. Following the acquisition, Enzymotec would operate as a wholly owned subsidiary of Frutarom. The agreement can be terminated any time prior to the closing, provided, Enzymotec pays a termination fee of $14.5 million. Following the acquisition, the board of directors of Enzymotec would resign. Frutarom would also nominate a few directors to Enzymotec board. Frutarom's headquarters in Israel will be combined with Enzymotec's at the latter's modern plant at Migdal Ha'Emek. Post transaction, Enzymotec will be delisted from trading on NASDAQ. The transaction is subject to approval from Israel Investment Center of the Ministry of Economy and Industry of the State of Israel and the Israel Land Authority. The transaction is also subject to approval from the board of both Enzymotec and Frutarom as well as approval from the shareholders of Enzymotec. The transaction is also subject to antitrust approval and consummation of successful due diligence. The merger is not subject to any financing condition or approval of Frutarom’s shareholders. As on August 28, 2017, Enzymotec advised shareholders not to take any action in response to Frutarom's proposal and, even if a tender offer is launched, they should defer making a determination whether to accept or reject such tender offer until Enzymotec's Board of Directors discloses its position. As of October 28, 2017, the Board of Directors of Enzymote has unanimously approved the transaction. Transaction has also been approved by the board of Frutarom. As of December 11, 2017, the shareholders of Enzymotec approved the merger. As of December 27, 2017, all conditions required for the transaction have been fulfilled. The transaction is expected to be completed in January 2018. As per the filing dated October 30, 2017, transaction is expected to be completed early in the the first quarter of 2018. As of December 11, 2017, transaction is expected to be completed within 30 days of the date of approval by the General Meeting of Enzymotec. Steve Schultz of Kleinberg, Kaplan, Wolff & Cohen, P.C. acted as legal advisor to Paulson & Co. Inc. Uri Doron of Jenner & Block LLP acted as legal advisor to Frutarom. Dan Shamgar and David S. Glatt of Meitar Liquornik Geva Leshem Tal & Co and John Reiss and Colin Diamond of White & Case LLP acted as legal advisors and Rothschild Inc. acted as a financial advisor for Enzymotec. Adam O. Emmerich, Viktor Sapezhnikov, Meng Lu, Matthew T. Carpenter, Ilene Knable Gotts, Katharine R. Haigh, Andrea K. Wahlquist, Erica E. Bonnett, Gregory E. Pessin, Theodore N. Mirvis, Joshua M. Holmes, Christina R. Krushen and Edward J. Lee of Wachtell, Lipton, Rosen & Katz LLP and Avraham Well of Fischer Behar & Co acted as legal advisors for Frutarom. American Stock Transfer & Trust Company, LLC acted as the paying agent to Enzymotec. D.F. King & Co., Inc. acted as information agent and MacKenzie Partners, Inc. acted as the proxy solicitor to Enzymotec. MacKenzie Partners will be paid a fee of approximately $25,000. Rothschild will be paid a fee of $1.75 million for its services out of which $0.25 million will become payable upon delivery of Rothschild’s opinion and $1.5 million is contingent upon the consummation of the merger. Stephen M. Kotran and Adrienne R. W. Bradley of Sullivan & Cromwell LLP is advising Rothschild as financial advisor to Enzymotec Ltd.