SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Enzymotec Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

M4059L101

(CUSIP Number)

Tali Mirsky

Global VP Legal Affairs & Corporate Secretary

Frutarom Ltd.,

25 Hashaish St.,

Haifa 2629183, Israel

+97299603800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 24, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M4059L101 SCHEDULE 13D

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frutarom Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC & BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,391,049 Ordinary Shares, NIS 0.01 par value per share
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,391,049 Ordinary Shares, NIS 0.01 par value per share
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,391,049 Ordinary Shares, NIS 0.01 par value per share
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.13% (1)
14	TYPE OF REPORTING PERSON CO

(1) The percentage beneficial ownership expressed herein is based on 22,949,802 ordinary shares of the Issuer outstanding as of June 30, 2017, based on information included in the Issuer’s condensed consolidated unaudited statements of operations and comprehensive income (loss) included in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 16, 2017.

CUSIP No. M4059L101 SCHEDULE 13D

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frutarom Industries Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC & BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,391,049 Ordinary Shares, NIS 0.01 par value per share
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,391,049 Ordinary Shares, NIS 0.01 par value per share
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,391,049 Ordinary Shares, NIS 0.01 par value per share
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.13% (1)
14	TYPE OF REPORTING PERSON CO

(1) The percentage beneficial ownership expressed herein is based on 22,949,802 ordinary shares of the Issuer outstanding as of June 30, 2017, based on information included in the Issuer’s condensed consolidated unaudited statements of operations and comprehensive income (loss) included in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 16, 2017.

CUSIP No. M4059L101 SCHEDULE 13D

Item 1. Security and Issuer.

This Amendment No. 2 (“Amendment No. 2”) relates to the Statement of Beneficial Ownership on Schedule 13D filed July 31, 2017 (the “Original Statement”), as amended by Amendment No. 1 filed on August 3, 2017 (“Amendment No. 1”) by the Reporting Persons which relates to ordinary shares NIS 0.01 par value per share (the “Ordinary Shares”) of Enzymotec Ltd. (the “Issuer”), an Israeli corporation. The principal executive offices of the Issuer are located at Sagi 2000 Industrial Area, Migdal Ha’Emeq, 2310001, Israel. This Amendment amends and restates the Original Statement, as amended by Amendment No. 1. Capitalized terms used hereunder and not otherwise have the respective meanings ascribe thereto in the Original Statement.

This Amendment No. 2 is being filed by the Reporting Persons (as defined in Item 2, below) as a result of (a) the acquisition by Frutarom Ltd., an Israeli corporation (“Frutarom”), from Paulson & Co. Inc. (“Paulson”) of 2,102,990 Ordinary Shares at a price of $11.50 per share for an aggregate purchase price of $24,184,385.00 on August 23, 2017 (the “Paulson Purchase”), (b) the acquisition in the market by Frutarom of 83,799 additional Ordinary Shares for an aggregate purchase price of $844,133 from August 4, 2017 through August 23, 2017, and (c) the announcement by Frutarom that it intends to commence a tender offer for all of the issued and outstanding Ordinary Shares not already owned by Frutarom or its subsidiaries at an offer price of $11.50 per share, payable in cash.

Item 2. Identity and Background. 

(a) This Amendment No. 2 is being filed jointly by Frutarom and Frutarom Industries Ltd. (“Industries” and together with Frutarom, the “Reporting Persons”), an Israeli corporation.

(b) The address of the principal office of Frutarom and Industries is 25 Hashaish St., Haifa 2629183, Israel.

(c) Set forth on Schedule I hereto is the name, citizenship, business or residence address and present principal occupation or employment as well as the name and address of any corporation or other organization in which such occupation or employment is conducted of each of the directors and executive officers of each of the Reporting Persons.   Frutarom’s and Industries’ principal business is in the global flavors and natural fine ingredients markets.

(d) During the last five years (i) none of the Reporting Persons, and (ii) to the knowledge of each Reporting Person, none of the natural persons listed on Schedule I associated with such Reporting Person, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years (i) none of the Reporting Persons, and (ii) to the knowledge of each Reporting Person, none of the natural persons listed on Schedule I associated with such Reporting Person, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were not and are not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Frutarom and Industries are organized under the laws of the State of Israel.

Item 3. Source or Amount of Funds or Other Consideration.

The aggregate purchase price of the 2,288,059 Ordinary Shares purchased by Frutarom in the open market from December 12, 2016 through August 23, 2017 is US$18,019,153 (an average price per share of US$7.8753). In addition, on August 23, 2017, Frutarom purchased 2,102,990 Ordinary Shares at a price of $11.50 per share for an aggregate purchase price of $24,184,385.00 in connection with the Paulson Purchase.

The source of funding for the purchase of these Ordinary Shares was the working capital of Frutarom and existing credit facilities. Frutarom estimates that approximately $213,425,660 in cash will be required to consummate the transactions described in Item 4, below, in connection with the Offer (as described in Item 4 below) and assuming all holders of Ordinary Shares decide to tender their shares. Frutarom expects to fund the purchase of the Ordinary Shares tendered in the Offer from: (i) its working capital, (ii) existing credit facilities and/or (iii) new credit facilities it expects to enter into prior to commencement of the Offer.

Item 4. Purpose of Transaction.

The Offer

On August 24, 2017, Frutarom issued a press release regarding its intention to commence a cash tender offer (the “Offer”) for all Ordinary Shares not already owned by Industries or its subsidiaries at an offer price of $11.50 per share (the “Offer Price”) in cash, without interest and less any required withholding tax. The press release announcing the Offer is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

The Israeli Companies Law, 1999 (the “Israeli Companies Law”) provides that an acquisition of the Ordinary Shares by Frutarom must be made by means of a special tender offer if as a result of the acquisition Frutarom would become a holder of 25% or more of the voting rights in the Issuer and there is no other shareholder of the Issuer who holds 25% or more of the voting rights in the Issuer, subject to certain exceptions. As of March 10, 2017, the date used for reporting beneficial ownership of the Ordinary Shares in the Annual Report of the Issuer on Form 20-F, furnished to the SEC on March 16, 2017, no shareholder of the Issuer held 25% or more of the voting rights in the Issuer. Pursuant to Israeli law, the Offer may be consummated only if (a) at least 5% of the voting power attached to the Ordinary Shares will be acquired by Frutarom; and (b) the number of shares tendered in the Offer exceeds the number of shares whose holders objected to the Offer (excluding any person having a personal interest in the acceptance of the Offer or any person on behalf of any of the foregoing, including their relatives or entities controlled by them). This provision applies, mutatis mutandis, to an acquisition of Ordinary Shares by Frutarom if as a result of the acquisition Frutarom would become a holder of more than 45% of the voting rights in the Issuer and there is no other shareholder of the Issuer who holds more than 45% of the voting rights in the Issuer, subject to certain exceptions.

In addition, pursuant to the Israeli Companies Law, Frutarom is not allowed to purchase shares that will increase its holdings to more than 90% of the Issuer’s outstanding Ordinary Shares, unless it purchases the entire outstanding share capital of the Issuer. Frutarom can purchase the entire outstanding share capital of the Issuer if: (a) the shareholders who do not accept the Offer hold less than 5% of the outstanding Ordinary Shares of the Issuer and more than half of the shareholders who do not have a personal interest in the offer accept the offer, or (b) the shareholders who do not accept the offer hold less than 2% of the outstanding Ordinary Shares of the Issuer. If the number of tendered shares exceeds the foregoing thresholds, Frutarom could purchase all of the Issuer's outstanding Ordinary Shares, including shares held by shareholders who have not accepted the offer. However, if the number of shares tendered in the Offer is such that would increase Frutarom's holdings to over 90% but less than 95%, Frutarom would only purchase tendered shares up to a holding of 90%, in which event, the tendered shares would be purchased from all shareholders who accepted the Offer on a pro-rata basis.

If the special tender offer is accepted, but Frutarom acquires less than 100% of the Issuer's outstanding Ordinary Shares,, then Frutarom or any person or entity controlling Frutarom or under common control with Frutarom or such controlling person or entity may not make a subsequent tender offer for the purchase of Ordinary Shares and may not enter into a merger with the Issuer for a period of one year from the date of the Offer, unless Frutarom or such person or entity undertook to effect such an offer or merger in connection with the Offer. If the Offer is not consummated or if, for any reason, the Offer is consummated but not all of the outstanding Ordinary Shares are tendered, Frutarom will review its options at that time, which would include taking no further action or any of the following, subject to the provisions of the Israeli Companies Law: (a) acquiring additional shares of Ordinary Shares (by way of merger, tender offer, open market purchases, or otherwise); (b) having one or more representatives appointed or elected to the board of directors of the Issuer or to propose other matters for consideration and approval by the Issuer’s shareholders or board of directors; (c) an extraordinary corporate transaction, such as a merger or reorganization involving the Issuer or any of its subsidiaries; (d) proposing changes to the Issuer’s governing documents; (e) proposing a restructuring of the Issuer’s business or corporate structure; or (f) any action similar to any of those enumerated above.

The Offer will be made directly to the shareholders of the Issuer. Frutarom intends to commence the Offer within a reasonable time from the date of this announcement. The Offer will not be subject to any financing condition. Frutarom expects to fund the purchase of the Ordinary Shares tendered in the Offer from: (i) its working capital, (ii) existing credit facilities and/or (iii) new credit facilities it expects to enter into prior to commencement of the Offer.

Except as set forth herein, neither of the Reporting Persons or, to the knowledge of each Reporting Person, any of the natural persons listed on Schedule I associated with such Reporting Person, has any plans or proposals that relate to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Tender and Support Agreement

In connection with the Offer and subsequent to the completion of the Paulson Purchase, on August 23, 2017, Frutarom and Paulson entered into a Tender and Support Agreement (the “Tender and Support Agreement”) pursuant to which Paulson agreed, among other things, to tender or cause to be tendered all Ordinary Shares beneficially owned by it or funds or accounts managed by Paulson (the “Subject Shares”), in the Offer. The Tender and Support Agreement will only apply to an Offer commenced by October 8, 2017, at the Offer Price (as adjusted for stock splits, cash and stock dividends, combinations, recapitalizations and the like after the date of such agreement) (such offer, a “Conforming Offer”).

Paulson also agreed with Frutarom that it would not, and would not permit any of its affiliates or representatives to, directly or indirectly, (i) initiate, solicit, knowingly facilitate or knowingly encourage any inquiry or the making of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal (as defined in the Tender and Support Agreement), (ii) enter into any letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, any Takeover Proposal (as defined in the Tender and Support Agreement) or (iii) continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information or data with respect to, or otherwise cooperate with or take any other action to knowingly facilitate any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal (as defined in the Tender and Support Agreement).

Paulson further agreed not to, directly or indirectly, (i) sell, transfer, assign, grant a participation interest in or option for, pledge, hypothecate or otherwise dispose of or encumber (each, a “Transfer”), or enter into any agreement, contract, option or other arrangement or understanding with respect to the Transfer or limitation on the voting rights of, any of the Subject Shares, (ii) take any other action that would make any representation or warranty of Paulson contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Paulson from performing its obligations under the Tender and Support Agreement, or (iii) commit or agree to take any of the foregoing actions. Paulson also agreed not to purchase additional Ordinary Shares without Frutarom’s prior consent.

Frutarom agreed that if the Offer is successful and the price that Frutarom pays in the Offer is greater than the Offer Price, then immediately prior to the closing of the Offer, Frutarom will pay to Paulson an amount equal to the excess of the Offer price to be paid per share in the Offer over the Offer Price for each Ordinary Share that Frutarom acquired in the Paulson Purchase.

If a third party not solicited by the Paulson makes a “Superior Offer” for the Issuer, and Frutarom declines to match or best such third party Superior Offer, Paulson may withdraw the shares previously tendered and tender the Subject Shares into the Superior Offer, and the Tender and Support Agreement will terminate. “Superior Offer” means an unsolicited bona fide offer made by a third party for all of the Issuer’s Ordinary Shares at a price per Ordinary Share that is higher than the price per Ordinary Share then offered by Frutarom that is, (A) reasonably likely to be consummated in accordance with its terms, taking into account all of the terms and conditions of such offer, (B) more favorable from a financial point of view to the Issuer’s shareholders than the Offer, taking into account all of the legal, financial and other terms and conditions of such offer and (C) approved by the Issuer’s Board of Directors.

The Tender and Support Agreement terminates upon (a) the termination, expiration or withdrawal of the Offer, without shares being accepted for payment thereunder, (b) Frutarom’s failure to make a Conforming Offer by October 8, 2017 or (c) Frutarom’s failure to consummate the Offer and pay for the tendered shares on or before December 29, 2017; provided, however, that the Paulson Purchase will remain unconditional and binding, even if subsequently the Tender and Support Agreement is terminated. The description of the Tender and Support Agreement in this Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the Tender and Support Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)The percentage beneficial ownership expressed herein is based on 22,949,802 ordinary shares of the Issuer outstanding as of June 30, 2017, based on information included in the Issuer’s condensed consolidated unaudited statements of operations and comprehensive income (loss) included in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 16, 2017.

As of the close of business on August 23, 2017, the Reporting Persons beneficially owned 4,391,049 Ordinary Shares, constituting approximately 19.13% of the Ordinary Shares outstanding.

(b)As of the date of this Amendment No. 2, Frutarom has the sole power to vote and dispose of the Ordinary Shares reported as beneficially owned by Frutarom. By virtue of its position with Frutarom, as of the date of this Amendment No. 2, Industries has the sole power to vote and dispose of the Ordinary Shares reported as beneficially owned by Frutarom.

(c)Between June 25, 2017, and August 23, 2017, Frutarom purchased in the open market 1,247,059 Ordinary Shares for an average price of $8.273 per share as set forth below:  

Date	Number of Shares		Price Per Share
6/26/2017		100	$	8.0000
6/28/2017		195	$	8.0000
6/30/2017		1,700	$	8.0000
7/3/2017		49,727	$	7.9927
7/12/2017		5,678	$	7.4107
7/13/2017		1,253	$	7.5000
7/14/2017		347	$	7.5000
7/19/2017		40,000	$	6.9000
7/21/2017		254,601	$	6.9149
7/24/2017		88,016	$	6.9969
7/25/2017		6,511	$	7.4924
7/27/2017		24,772	$	8.0172
7/28/2017		24,812	$	7.9989
7/31/2017		194,030	$	8.2993
8/1/2017		400,000	$	9.0000
8/2/2017		63,544	$	9.7169
8/3/2017		7,974	$	9.8780
8/8/2017		200	$	9.8000
8/9/2017		34,759	$	9.8000
8/10/2017		24,108	$	9.7998
8/11/2017		466	$	9.8000
8/21/2017		1,690	$	10.5814
8/23/2017		22,576	$	10.7593

In addition, on August 23, 2017, Frutarom purchased 2,102,990 in connection with the Paulson Purchase at a price of $11.50 per share for a total of $24,184,385.

(d)Except for the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e)None.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information in Item 4 is incorporated herein by reference in its entirety.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1 – Press release issued by Frutarom on August 24, 2017.

Exhibit 99.2 –Tender and Support Agreement, dated August 23, 2017, by and between Frutarom and Paulson & Co. Inc.

CUSIP No. M4059L101 SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2017

Frutarom Ltd.
By:	/s/ Tali Mirsky
	Name:	Tali Mirsky
	Title:	Global VP Legal Affairs & Corporate Secretary

Frutarom Industries Ltd.
By:	/s/ Tali Mirsky
	Name:	Tali Mirsky
	Title:	Global VP Legal Affairs & Corporate Secretary

Schedule I

Directors and Executive Officers

as of August 24, 2017

Frutarom Industries Ltd.

Directors

Name	Address	Citizenship	Occupation
John J. Farber (Chairman)	435 E. 52nd St. New York, NY 10022, USA	USA	Chairman of the Board of Directors of Frutarom Industries Ltd. and  Chairman of ICC Industries Inc.
Hans Abderhalden	Lerchenbergstrasse 114, 8703 Erlenbach, Switzerland	Switzerland	Director of Frutarom Industries Ltd.
Maya Farber	435 E. 52nd St. New York, NY 10022, USA	USA	Director of Frutarom Industries Ltd. and Director of ICC Industries Inc.
Sandra Farber	340 Riverside Drive, New York, NY 10025, USA	USA	Director of Frutarom Industries Ltd. and Vice Chairman of ICC Industries Inc.
Gil Leidner	3 Aliyah St., Beit Itzhak 42920, Israel	Israel	Director of Frutarom Industries Ltd. and Member of the Board of Directors of the Research Fund Center Sourasky Medical Center.
Dafna Sharir	17 Rabina St., Tel Aviv, Israel	Israel	Director of Frutarom Industries Ltd. and Director of Gilat Satellite Networks Ltd.
Ziv Gil	37 Hatomer St., Ramat Hasharon, Israel	Israel	Director of Frutarom Industries Ltd. and Member of the Investment Committee Of The Phoenix Insurance Company Ltd.

Executive Officers

Name	Title	Address	Citizenship
Ori Yehuda	President; Chief Executive Officer	53A Harutzim St., Harutzim,  Israel	Israel
Alon Granot	Executive Vice President; Chief Financial Officer	8 Finland St., Haifa, Israel	Israel
Amos Anatot	Executive Vice President Global Supply Chain and Operations	18 H'avered St. Karmei  Yosef, Israel	Israel
Tali Mirsky	Global Vice President, Legal Affairs and Corporate Secretary	10 Hapardes St., Kiryat Ono, Israel	Israel
Guy Gill	Vice President Finance	72 Rabin Esther St., Haifa, Israel	Israel
Yoav Barak	Internal Auditor	5 Naomi St., Haifa, Israel	Israel

Frutarom Ltd.

Directors

Name	Address	Citizenship	Occupation
Ori Yehuda	53A Harutzim St., Harutzim,  Israel	Israel	Director of Frutarom Ltd. and President; Chief Executive Officer of Frutarom Industries Ltd.
Alon Granot	8 Finland St., Haifa, Israel	Israel	Director of Frutarom Ltd. and Executive Vice President; Chief Financial Officer of Frutarom Industries Ltd.
Amos Anatot	18 H'avered St. Karmei  Yosef, Israel	Israel	Director of Frutarom Ltd. and Executive Vice President Global Supply Chain and Operations Officer of Frutarom Industries Ltd.

EX-99.1

Exhibit 99.1

 

August 24, 2017

FRUTAROM BOUGHT A 9.2% STAKE FROM PAULSON,
ENZYMOTEC’S LARGEST SHAREHOLDER,

TO REACH A 19.1% STAKE IN ENZYMOTEC

ANNOUNCES ITS INTENTION TO MAKE A FULL TENDER OFFER
TO ACQUIRE THE REMAINING SHARES OF ENZYMOTEC

PAULSON AGREED TO SUPPORT THE TENDER OFFER AND SELL IN
THAT FRAMEWORK ITS REMAINING 9.2% STAKE IN ENZYMOTEC

Herzliya, Israel

Frutarom Industries Ltd. (“Frutarom” or “the Company”), one of the world’s 10 largest companies in the field of flavors and natural specialty fine ingredients, announces that it has acquired from Paulson & Co. Inc. (“Paulson”), Enzymotec’s largest shareholder, approximately 9.2% of the ordinary shares of Enzymotec Ltd. (“Enzymotec”), a company traded on NASDAQ (under the symbol ENZY), for an aggregate amount of approximately USD 24.2 million, reflecting a purchase price of USD 11.5 per share.

Upon completion of the transaction, Frutarom holds approximately 19.13% of Enzymotec’s issued and outstanding shares at a total investment of approximately USD 42.3 million, which reflects an average price of USD 9.61 per share.

Frutarom intends as soon as possible to make a full and special tender offer for the acquisition of Enzymotec’s entire issued and outstanding shares which it does not currently own for a price of USD 11.5 per share.

In addition, on August 23, 2017, Frutarom entered into a support agreement with Paulson, under which Paulson undertook, subject to conditions specified in the agreement, to support the tender offer and to tender to Frutarom the entire balance of the Enzymotec shares it holds, which constitutes approximately 9.2% of Enzymotec’s outstanding shares.

Enzymotec develops, produces and markets innovative bio-active ingredients based on lipids to the food additive, health, medical foods and baby formula industries. Frutarom believes that some of Enzymotec’s know-how, research & development and products are of interest and are relevant to Frutarom’s core businesses.

Ori Yehudai, President and CEO of Frutarom Group, said today: “We took another significant step in entering an investment in Enzymotec after acquiring 9.2% of Enzymotec’s shares, approximately half the stake held by Paulson, its largest shareholder, who also agreed to support a full tender offer for Enzymotec shares which we intend to make shortly and to sell under that framework their remaining 9.2% stake. We view the investment in Enzymotec as an important long-term strategic

investment for Frutarom assuming we can bring about a significant change in Enzymotec’s business strategy and its implementation.”

Following is the full immediate report issued today by Frutarom on this subject:

Frutarom Industries Ltd. (“Frutarom” or “the Company”) hereby announces having acquired through a subsidiary from Paulson & Co. Inc. (“Paulson”) 2,102,990 shares in Enzymotec Ltd. (“Enzymotec”), an Israeli company traded on NASDAQ (under the symbol ENZY) for the overall amount of approximately USD 24.2 million, reflecting a price of USD 11.5 per share. As of the date of this announcement, Frutarom holds approximately 19.13%¹ of Enzymotec’s issued and paid-up share capital. The Company has financed the investment from its working capital and existing credit facilities.

The Company also announces its intention to make a full and special tender offer (as in the meaning of these terms in Israel’s Companies’ Law 5759-1999 (“the Companies’ Law”) in cash (“the Tender Offer”), through a subsidiary, for the acquisition of Enzymotec’s entire issued and paid-up share capital which it does not hold for an offered price of USD 11.5 per share, without interest and less any required withholding tax (“Price per Share”), and all in accordance with the Companies’ Law and regulations applying to Enzymotec under the laws prevailing in the United States. To be clear, the Tender Offer has not yet been issued as of the date of this report. Frutarom estimates that, assuming all of Enzymotec’s shareholders offer the shares they own, the amount for purchasing the shares in the framework of the Tender Offer is USD 213.43 million. Frutarom will finance the Tender Offer from its working capital and bank financing.

The Price per Share of this Tender Offer reflects: (a) the highest closing price for Enzymotec shares in the last 3 years; (b) a premium of approximately 95% over the closing price of Enzymotec shares on December 9, 2016, the last trading day on NASDAQ before Frutarom first began purchasing Enzymotec shares on NASDAQ; (c) a premium of approximately 46% over the average closing price of Enzymotec shares during the 12 month period ended August 23, 2017; (d) a premium of approximately 36% over the closing price of Enzymotec shares on July 31, 2017, the last trading day prior to the date on which Frutarom announced having become an interested party in Enzymotec; and (e) a premium of approximately 4.5% over the closing price of Enzymotec shares on August 23, 2017, the last trading day prior to the date of this report.

In addition, on August 23, 2017 Frutarom entered into a tender and support agreement with Paulson (“the Support Agreement”), under which Paulson agreed, among other things, to support the Tender Offer (insofar as it is issued by October 8, 2017) and sell to the Company, in the framework of the Tender Offer, all of the shares it holds in Enzymotec or are held by funds and accounts under its management (2,102,990 shares as of today) (“the Included Shares”). It was agreed between the sides, among other things, that Paulson shall not perform certain actions as specified in the Support Agreement or enter into arrangements constituting or likely to lead to a Takeover Proposal as defined in the agreement or perform dispositions of the Included Shares

¹ Includes 83,799 shares purchased during trading on NASDAQ for USD 844,133.

Within the framework of the Support Agreement Frutarom agreed that should the Tender Offer succeed and the price paid therein will be greater than the price per share, then Frutarom shall pay Paulson an additional sum in the amount of the difference for each share it acquired prior to announcing the Tender Offer (the above specified 2,102,990 shares). In the Support Agreement it was also specified that in the case where a third party unrelated to Paulson offers Enzymotec a “Superior Tender Offer” as defined in the Support Agreement and Frutarom refuses to meet this offer or to tender a more favorable offer, Paulson shall be entitled to rescind its agreement to sell the Included Shares and the Support Agreement shall come to an end.

The Support Agreement shall also come to an end under any of the following circumstances: (a) the end, expiration or cancellation of the Tender Offer without shares having been acquired on its account; (b) if Frutarom does not announce the Tender Offer by October 8, 2017; or (c) if the Tender Offer is not completed including payment of consideration on its account by December 29, 2017. To clarify, even in the case of the Support Agreement being revoked, the acquisition of the 2,102,990 shares by Frutarom as stated above shall not be reversed.

Enzymotec develops, produces and markets innovative bio-active ingredients based on lipids to the food additive, health, medical foods and baby formula industries. In Frutarom’s estimation, some of Enzymotec’s know-how, research & development and products also pose an interest and are relevant to Frutarom’s core businesses. Frutarom views its investment in Enzymotec as a long term and strategic investment should a significant shift occur in Enzymotec’s business strategy and its implementation.

For information on the Company’s previous investments in Enzymotec, see the Company’s immediate reports from August 1 and August 4, 2017.

The information on the intention of announcing a tender offer and on Frutarom’s plans contains forward-looking statements as defined in Israel’s Securities Law which could fail to materialize, in full or in part, or materialize in a materially different manner than expected, as a result of unexpected developments that are not necessarily under the Company’s control and/or resulting from the realization of any of the risk factors as outlined in section 41 of Chapter A of its annual report.

Contact Details:

ir@frutarom.com +972-9-9603800

About Frutarom:

Frutarom (LSE: FRUT, TASE: FRUT) is a leading global company operating in the global flavors and natural fine ingredients markets. Frutarom has significant production and development centers on all six continents and markets and sells over 60,000 products to more than 30,000 customers in over 150 countries. Frutarom’s products are intended mainly for the food and beverages, flavor and fragrance extracts, pharmaceutical, nutraceutical, health food, functional food, food additives and cosmetics industries.

Frutarom, which employs approximately 5,000 people worldwide, has 2 main core activities:

· The Flavors Activity which develops, produces and markets flavor compounds and food systems;

· The Specialty Fine Ingredients Activity, which develops, produces and markets natural flavor extracts, natural functional food ingredients, natural pharma/nutraceutical extracts, natural algae-based biotechnical products, natural food colors, natural antioxidants that provide solutions for natural food protection, aroma compounds, essential oils and unique citrus products. The Specialty Fine Ingredients products are sold primarily to the food and beverages, flavor and fragrance, pharmaceutical/nutraceutical, cosmetics and personal care industries.

Frutarom’s products are produced at its plants in the US, Canada, the UK, Ireland, Switzerland, Germany, Belgium, Italy, Spain, France, Slovenia, Poland, Russia, Turkey, Israel, South Africa, Morocco, China, India, Mexico, Guatemala, Peru, Chile, Brazil and New Zealand. The Company’s global marketing organization encompasses branches in Israel, the US, Canada, the UK, Ireland, Austria, Switzerland, Germany, Slovenia, Belgium, the Netherlands, Denmark, France, Italy, Spain, Hungary, Romania, Russia, Ukraine, Poland, Kazakhstan, Belarus, Turkey, Brazil, Mexico, Guatemala, Costa Rica, Peru, Chile, South Africa, China, Japan, Hong Kong, India, Indonesia and New Zealand. The Company also works through local agents and distributors throughout the world. For further information, please visit the Company’s website at: www.frutarom.com.

EX-99.2

Exhibit 99.2

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Tender and Support Agreement

This Tender and Support Agreement, dated as of August 23, 2017 (this “Agreement”), is between Frutarom Ltd., an Israeli corporation (“Frutarom”), and Paulson & Co. Inc., a Delaware corporation, on behalf of funds and accounts managed by it (the “Stockholder”).

A.In connection with the execution and delivery of this Agreement, Frutarom shall make an announcement that it intends to commence a potential tender offer (the “Offer”) to purchase all of the issued and outstanding ordinary shares, par value NIS 0.01 per share, of Enzymotec Ltd. (the “Company,” and such ordinary shares, the “Company Ordinary Shares”).

B.The Stockholder is the record or “beneficial owner” (as defined under Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) of 4,205,980 Company Ordinary Shares as set forth on Schedule A (all such Company Ordinary Shares, being collectively referred to herein as the “Stockholder’s Shares”).

C. Frutarom has requested that the Stockholder enter into this Agreement and the Stockholder has agreed to do so.

The parties hereto hereby agree as follows:

ARTICLE I
Agreement to PURCHASE AND SELL SHARES; tender subject shares

Section 1.01Purchase and Sale of Shares. Frutarom hereby agrees to purchase from Stockholder 2,102,990 of the Stockholder’s Shares (the “Sold Shares”) at a price per share of $11.50 (as adjusted for stock splits, cash and stock dividends, combinations, recapitalizations and the like after the date of this Agreement) (the “Purchase Price”), and the Stockholder agrees to sell such shares to Frutarom at such price. The closing of such transaction shall take place as soon as practicable but in any event no later than August 31, 2017 (the “Closing Date”). The consummation of such transaction in accordance with the foregoing shall be a condition precedent to all of the Stockholder’s other obligations under this Agreement, and therefore if such closing does not take place as set forth above, the Stockholder shall have no further obligations under this Agreement.

Section 1.02Agreement to Tender.

(a)On the terms and subject to the conditions of this Agreement, the Stockholder shall validly tender or cause to be tendered in the Offer all of the Stockholder’s Shares not included in the Sold Shares (the “Subject Shares”), which as of the date hereof constitute 2,102,990 Company Ordinary Shares free and clear of all mortgages, liens, pledges, charges, encumbrances, security interests or other adverse claims pursuant to and in accordance with the terms of the Offer. Promptly, but in any event no later than five (5) Business Days after commencement of the Offer, the Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to all of the Stockholder’s Subject Shares, completed in compliance with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or, in the case

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of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” or such other evidence of transfer of such Subject Shares as the Depositary may reasonably request, and (C) all other documents or instruments required to be delivered by stockholders of the Company tendering their shares of Company Ordinary Shares pursuant to the terms of the Offer, and (ii) if any Subject Shares beneficially owned by the Stockholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender all of such Subject Shares pursuant to and in accordance with the terms of the Offer.

(b)The Stockholder agrees that once the Subject Shares are tendered into the Offer, the Stockholder shall not withdraw any Subject Shares from the Offer unless and until: (i) the Offer shall have been withdrawn or terminated either in accordance with its terms or otherwise, (ii) this Agreement shall have been terminated in accordance with Section 5.01, or (iii) if a third party not solicited by the Stockholder makes a Superior Offer for the Company, and Frutarom declines to match or best such third party Superior Offer, the Stockholder may withdraw the shares previously tendered, and tender into the Superior Offer, and this Agreement shall terminate; provided, that the purchase and sale agreement set forth in Section 1.01 hereof shall be unconditional and binding even if Frutarom fails to make a Conforming Offer.

(c)This Agreement shall only apply to an Offer for any and all shares of the Company commenced by October 8, 2017 at a price (the “Tender Price”) of not less than $11.50 per share (as adjusted for stock splits, cash and stock dividends, combinations, recapitalizations and the like after the date of this Agreement) (such offer, a “Conforming Offer”). If a Conforming Offer is not made by October 8, 2017, this Agreement shall terminate and be of no further force and effect unless the parties mutually agree to extend it; provided, that in any event the purchase and sale agreement set forth in Section 1.01 hereof shall be unconditional and binding even if Frutarom fails to make a Conforming Offer.

(d)If Frutarom shall price the Offer above the Purchase Price set forth above, either initially or by amendment (the dollar amount per share of the excess of the Offer price above the Purchase Price, the “Additional Amount”), and such Offer is successful, then immediately prior to the closing of the Offer, Frutarom shall pay to Stockholder an amount equal to the product of the Additional Amount times the number of Sold Shares.

ARTICLE II
Additional Covenants of the Stockholder

Section 2.01No Solicitation of Transactions. The Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources or other advisors or representatives (collectively, “Representatives”) to, directly or indirectly, (i) initiate, solicit, knowingly facilitate or knowingly encourage any inquiry or the making of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, any Takeover Proposal or (iii) continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or

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data with respect to, or otherwise cooperate with or take any other action to knowingly facilitate any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal. The Stockholder and each of its Affiliates and Representatives shall (A) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person or their Representatives (other than Frutarom) conducted prior to the date of this Agreement with respect to any Takeover Proposal and (B) use its reasonable best efforts to promptly inform its Representatives of the obligations undertaken in this Section 2.01. Without limiting the foregoing, any violation of the restrictions set forth in this Section 2.01 by any Representative of the Stockholder or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Stockholder or any of its Affiliates, shall be deemed to be a breach of this Section 2.01 by the Stockholder.

Section 2.02No Transfer of Subject Shares. The Stockholder shall not, directly or indirectly, (i) sell, transfer, assign, grant a participation interest in or option for, pledge, hypothecate or otherwise dispose of or encumber in a manner that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement (each, a “Transfer”), or enter into any agreement, contract, option or other arrangement or understanding with respect to the Transfer, or limitation on the voting rights of, any of the Subject Shares, (ii) take any other action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement, or (iii) commit or agree to take any of the foregoing actions.

Section 2.03Additional Securities; Certain Events

(a)In the event the Stockholder becomes the record or beneficial owner of (i) any additional shares of Company Ordinary Shares or any other securities of the Company, (ii) any securities that may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be deemed Subject Shares for purposes hereof. The Stockholder shall not purchase or in any other manner acquire beneficial ownership of any Additional Securities without Frutarom’s prior written consent.

(b)The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any Person to which legal or beneficial ownership of the Subject Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s successors or assigns. Notwithstanding any Transfer of the Subject Shares, the transferor shall remain liable for the performance of all of the obligations of the Stockholder under this Agreement.

Section 2.04Documentation and Information. The Stockholder (a) consents to and authorizes the publication and disclosure by Frutarom and its Affiliates of its identity and holding of Subject Shares and the nature of its commitments and obligations under this Agreement to the extent required by the United States Securities and Exchange Commission, the Israel Securities Authority, the Tel Aviv Stock Exchange, the London Stock Exchange or any other Governmental

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Entity, and (b) agrees to give reasonably promptly to Frutarom any information it may reasonably require for the preparation of any such disclosures or other documents; provided that, to the extent practicable, the Stockholder shall have a reasonable opportunity to review and comment on any such announcement or disclosure prior to its publication, filing or disclosure. The Stockholder agrees to promptly notify Frutarom of any required corrections with respect to any written information supplied by it specifically for use in any such disclosures or other documents, if and to the extent that any shall have become false or misleading in any material respect.

ARTICLE III
Representations and Warranties of the Stockholder

The Stockholder hereby represents and warrants to Frutarom as follows:

Section 3.01Authority. The Stockholder has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Section 3.02No Conflicts; Required Filings and Consents. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and compliance with the terms hereof by the Stockholder will (a) violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to its property or assets or (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in the case of each of (a) and (b) above, where such violation, conflict, breach or default or the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by the Stockholder of any of the Stockholder’s obligations under this Agreement and (ii) any filing required under Section 13 of the Exchange Act.

Section 3.03The Subject Shares. The Stockholder is the record or beneficial owner of, and has good and marketable title to, the Subject Shares. The Subject Shares are free and clear of any mortgage, lien, pledge, charge, encumbrance, security interest or other adverse claim that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. As of the date hereof, the Stockholder does not own, of record or beneficially, any shares of Company Ordinary Shares other than the Subject Shares. The Stockholder or its Affiliates, as the case may be, has (a) sole power of disposition; (b) sole voting power and (c) sole power to demand dissenter’s or appraisal rights, in each case with respect to all of the Subject Shares and with no restrictions on such rights. None of the Subject Shares are subject to any existing agreement, arrangement or restriction with respect to the voting of such Subject Shares. There are no agreements or arrangements of any kind, contingent or otherwise, obligating the Stockholder to Transfer or cause to be Transferred any of the Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.

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Section 3.04Reliance by Frutarom. The Stockholder understands and acknowledges that Frutarom is undertaking the Offer in reliance upon the Stockholder’s execution and delivery of this Agreement.

Section 3.05Finder’s Fees. No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder.

ARTICLE IV
Representations and Warranties of Frutarom

Frutarom represents and warrants to the Stockholder as follows:

Section 4.01Authority. Frutarom has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Frutarom and constitutes a legal, valid and binding obligation of Frutarom, enforceable against Frutarom in accordance with its terms.

Section 4.02No Conflicts; Required Filings and Consents. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and compliance with the terms hereof by Frutarom will (a) violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Frutarom or to Frutarom’s property or assets or (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Frutarom of any of its obligations under this Agreement.

Section 4.03Subject Shares. Neither Frutarom nor any of its subsidiaries has acquired Company Ordinary Shares (other than Company Ordinary Shares owned by Frutarom or its Affiliates on the date hereof or acquired pursuant to the Offer) or entered into agreements with other stockholders of the Company pursuant to which those stockholders have agreed to vote their Company Ordinary Shares, not to solicit alternative offers and not to transfer their Company Ordinary Shares without the consent of Frutarom.

ARTICLE V
Termination

Section 5.01Termination. This Agreement shall terminate (a) upon the termination or expiration or withdrawal of the Offer, without shares being accepted for payment thereunder, or (b) upon the failure to consummate the Offer and pay for the tendered shares on or before

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December 29, 2017; provided, that the purchase and sale agreement set forth in Section 1.01 hereof shall survive such termination and be unconditional and binding even if Frutarom fails to make a Conforming Offer.

Section 5.02Effect of Termination. In the event of termination of this Agreement pursuant to Section 5.01, this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, no such termination shall relieve any party from its obligations under Section 1.01 hereof and from any liability for any breach of this Agreement occurring prior to such termination.

ARTICLE VI
Miscellaneous

Section 6.01Entire Agreement. This Agreement and all documents delivered by a party hereto pursuant to the terms hereof constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and statements, whether written and oral, among the parties or any of their Affiliates with respect to the subject matter hereof, other than any documents related to the Offer.

Section 6.02Amendment; Waiver; Remedies. Neither this Agreement nor any term hereof may be amended other than by an instrument in writing signed by Frutarom and the Stockholder. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 6.03Assignment; No Third Party Beneficiaries. This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that Frutarom may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to any Affiliate of Frutarom reasonably acceptable to the Stockholder. This Agreement shall be binding upon the parties and their respective successors and assigns and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their respective successors and assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 6.04Governing Law. This Agreement is governed by, and is to be interpreted and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

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Section 6.05Submission to Jurisdiction; Waiver of Jury Trial. The Parties hereby irrevocably submit to the EXCLUSIVE jurisdiction of any federal or state court located within the State of New York over any dispute arising out of or relating to this Agreement or any transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto SHALL be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party waives any right to trial by jury in any action, suit or proceeding to enforce or defend any rights or remedies arising out of or relating to this Agreement.

Section 6.06Specific Performance. The parties each agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at Law or equity. These injunctive remedies are cumulative and in addition to any other rights and remedies Frutarom may have under applicable law.

Section 6.07Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

Section 6.08Notices. To be valid for purposes hereof, any notice, request, demand, waiver, consent, approval or other communication (any of the foregoing, a “Notice”) that is required or permitted hereunder shall be in writing. A Notice shall be deemed given only as follows: (i) on the date delivered personally; (ii) three (3) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) Business Day following deposit with a recognized international overnight courier service for next day delivery, charges prepaid, and, in each case, addressed to the intended recipient as set forth below:

(a)If sent to the Stockholder, to the following address:

Paulson & Co. Inc.

1251 Avenue of the Americas

New York, NY 10020

Attention: Stuart L. Merzer, General Counsel & CCO

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With a copy (the delivery of which, by itself, shall not constitute a valid notice to the Stockholder) to:

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue

New York, NY 10176

Attention: Steve Schultz

(b)If sent to Frutarom, to the following address:

Frutarom

Manofim St.

Herzeliya, Israel 

Attention: Global VP Legal Affairs & Corporate Secretary

With a copy (the delivery of which, by itself, shall not constitute a valid notice to Frutarom) to:

Jenner & Block LLP

919 Third Avenue

New York, NY 10022

Attention: Uri Doron

Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

Section 6.09Headings. All headings contained herein are for convenience of reference only, do not form a part hereof and are not to affect in any way the meaning or interpretation hereof.

Section 6.10Public Announcements. Except to the extent required by law, the Stockholder shall not issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement or the Offer without the prior written consent of Frutarom.

Section 6.11Counterparts. This Agreement may be executed in multiple counterparts, each of which when executed and delivered shall thereby be deemed to be an original and all of which taken together shall constitute one and the same instrument. Any party may deliver this Agreement to the other party by means of facsimile or portable document format (.PDF) signature.

Section 6.12Interpretation.

(a)The parties have participated jointly in the negotiation and drafting hereof, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party by virtue of the authorship hereof is not to affect the construction and interpretation hereof. For purposes of this Agreement, (i) the words

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“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement, as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections and Schedules mean the Articles and Sections of, and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

(b)For the purposes of this Agreement, the following terms mean:

“Affiliate” means, with respect to any particular Person, (a) any Person controlling, controlled by or under common control with such Person, whether by ownership or control of voting securities, by contract or otherwise, (b) any Person owning or controlling 50% or more of the outstanding voting securities of such other Person, (c) any partner, officer, director, employee or shareholder of such Person, or (d) any liquidating trust, trustee or other similar person or entity for any Person.

“Business Day” means any day other than a Saturday or a Sunday or a weekday on which banks in the State of New York or Tel Aviv, Israel are authorized or required to be closed.

“Governmental Entity” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any federal, state or local government, or any international, multinational or other government, and any department, commission, board, agency, instrumentality, political subdivision, bureau, official or other regulatory, administrative or judicial authority of any of the foregoing.

“Person” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any other entity or body.

“Subsidiary” means, with respect to any specified Person and at a given time, an entity of which such specified Person owns, directly or indirectly, 50% or more of the outstanding capital stock of such entity.

“Superior Offer” means an unsolicited bona fide offer made by a third party for all (and not less than all) of the Company Ordinary Shares at a price per Company Ordinary Share that is higher than the price per Company Ordinary Share then offered by Frutarom that did not result from a breach of Section 2.01 that is, (A) reasonably likely to be consummated in accordance with its terms, taking into account all of the terms and conditions of such offer, (B) more favorable from a financial point of view to the Company

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shareholders than the Offer, taking into account all of the legal, financial and other terms and conditions of such Takeover Proposal and this Agreement (including any offer by Frutarom to amend the terms of this Agreement) and (C) approved by the Company’s Board of Directors.

“Takeover Proposal” means any proposal or offer with respect to (a) a merger, consolidation, business combination or similar transaction with any Person or group of Persons that involves any of the Company or any of its Subsidiaries or (b) any acquisition (whether by tender offer, share exchange or other manner) by any Person or group of Persons which, in each case of (a) and (b), if consummated would result in any Person or group of Persons becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, (i) equity securities of the Company or any of its respective Subsidiaries representing more than 5% of all outstanding equity securities of the Company (by vote or value), (ii) more than 5% of the consolidated total assets (including, equity securities of the Company’s Subsidiaries) of the Company and its Subsidiaries, taken as a whole, or (iii) assets of the Company to which 5% or more of the Company’s consolidated revenues are attributable, in each case other than the Offer.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Tender and Support Agreement as of the day and date first above written.

Frutarom LTD
By:	/s/ Alon Granot
	Name: Alon Granot
	Title: Executive Vice President & Chief Financial Officer
Paulson & Co. Inc.
By:	/s/ John Paulson
	Name: John Paulson
	Title: President

Schedule A

Subject Shares

Stockholder	Subject Shares
Paulson & Co. Inc.	2,102,990