Iris Parent LLC entered into a definitive agreement to acquire Innophos Holdings, Inc. (NasdaqGS:IPHS) for approximately $630 million on October 20, 2019. Under the terms of the transaction, Iris Parent LLC will acquire all of Innophos' outstanding shares for $32 per share in cash in a transaction valued at approximately $932 million, including the assumption of debt. Each restricted stock, restricted stock unit and performance shares of Innophos shall be converted into a right to receive $32 per share. The transaction will be financed through a combination of committed equity financing provided by affiliates of One Rock Capital Partners, parent of Iris Parent, as well as committed debt financing from several financial institutions. The definitive agreement includes a 30-day “go-shop” period, commencing immediately from October 20, 2019 to November 19, 2019, during which Innophos, with the assistance of its legal and financial advisors, will solicit alternative acquisition proposals. 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. Upon termination of the agreement, Innophos will be required to pay a termination fee of $10.3 million in the case of a termination to accept a superior proposal from an exempted party prior to the cut-off date or $20.6 million in the case of a termination to accept a superior proposal with any other party or after the cut-off date. Iris Parent will pay Innophos a termination fee of $40 million in the case of termination. Innophos will reimburse Iris Parent, up to $3 million in respect of its documented out-of-pocket transaction-related expenses. The transaction is subject to Innophos’ stockholder, expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approvals and consents required to be obtained under the antitrust laws of Mexico and antitrust laws of Germany, and regulatory approvals and the satisfaction of customary closing conditions. The transaction is not subject to financing conditions. The transaction has been unanimously approved by Innophos’ Board of Directors and has determined that the sale to One Rock is in the best interest of all of its stakeholders. The special meeting of shareholders of Innophos Holdings will be held on January 15, 2020 to approve the transaction. On November 13, 2019, transaction received early termination of the HSR Act waiting period. As on January 15, 2020, the transaction was approved by the shareholders of Innophos. The transaction is expected to close in the first quarter of 2020. As of January 15, 2020, the transaction is expected to close in February 2020. Lazard Frères & Co. LLC acted as the financial advisor in connection with Innophos agreed to pay Lazard an aggregate fee for such services of $12 million, $2 million of which was payable upon the delivery of an opinion by Lazard as to the fairness, from a financial point of view, of the merger consideration to the Company’s stockholders, and $10 million of which is contingent upon the consummation of the merger. Lee Charles, Jamie Yarbrough, Ieuan List, Catherine Ellis, Matt Shell, Eileen Boyce, Rob Fowler, Jennifer Trulock, Marian Fielding, Gabriela Alvarez, David Cardwell, Martin Toulouse, Aileen Hooks, Sandra Lee and Don Lonczak of Baker Botts L.L.P. acted as the legal advisors to Innophos Holdings. RBC Capital Markets, LLC acted as the financial advisor and Alexander B. Johnson of Latham & Watkins LLP acted as the legal advisor to One Rock Capital, parent company of Iris Parent LLC. Lazard acted as fairness opinion provider to Innophos. Jakob Rendtorff and Jakob Rendtorff of Simpson Thacher & Bartlett LLP represented Lazard Frères & Co. as financial advisor to Innophos. MacKenzie Partners, Inc. acted as proxy solicitor to Innophos Holdings at a total cost to Innophos Holdings of approximately $0.02 million, plus reasonable expenses. Iris Parent LLC completed the acquisition of Innophos Holdings, Inc. (NasdaqGS:IPHS) on February 7, 2020. Immediately prior to the Effective Time, in connection with the consummation of the Merger and in accordance with the Merger Agreement, each member of the Innophos Holding's board of directors resigned from and ceased serving on Innophos Holding's board of directors. The members of the Innophos Holding's board of directors immediately prior to the Effective Time were Gary Cappeline, Jane Hilk, Kim Ann Mink, Linda Myrick, Karen Osar, John M. Steitz, Peter T. Thomas and Robert J. Zatta. In conjunction with the completion of the transaction, Richard Hooper has been appointed Chief Executive Officer of Innophos. As a result of the completion of the transaction, shares of Innophos common stock have ceased trading and will no longer be listed on the NASDAQ Global Select Market.