ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed Merger, the Company expects to file with the SEC and furnish to its stockholders a proxy statement on Schedule
14A, as well as other relevant materials concerning the proposed Merger. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company
entitled to vote at the special meeting relating to the proposed Merger. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by the Company with the SEC at http://www.sec.gov,
the SECs website, or from the Companys website (http://www.innophos.com) under the tab Investor Relations, then under the heading Financials and then under SEC Filings. In addition, investors and
stockholders may obtain free copies of these documents from the Company by directing a request to Investor Relations, Phone:
1-609-366-1204. Media inquiries can be directed to Ryan Flaim at Sharon Merrill Associates, Phone:
617-542-5300.
PARTICIPANTS IN THE SOLICITATION
The Company, its directors and certain of its executive officers and other persons may be deemed to be participants in the solicitation of
proxies from the Companys stockholders with respect to the proposed Merger. Information regarding the directors and executive officers of the Company is available in its definitive proxy statement for its 2019 annual meeting, filed with the
SEC on April 8, 2019. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when
they are filed with the SEC in connection with the proposed Merger.
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Current Report on Form 8-K, other than statements of historical
fact, are forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. The words anticipate, believe, ensure, expect, if, intend, estimate, probable, project,
forecasts, predict, outlook, aim, will, could, should, would, potential, may, might, anticipate,
likely, plan, positioned, strategy, and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Forward-looking statements
describe the Companys future plans, objectives, expectations or goals. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurances can be given that these expectations will
prove to be correct. Such statements address future events and conditions and include, but are not limited to, statements relating to: (1) Parents proposed acquisition of the Company, (2) stockholder and regulatory approvals,
(3) the completion of the proposed Merger, (4) the possibility alternative acquisition proposals will be made, (5) the occurrence of any event, change or other circumstance or condition that could give rise to termination of the
Merger Agreement, and (6) the expected timing of completion of the proposed Merger. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and
uncertainties include, but are not limited to: failure to obtain the required vote of the Companys stockholders; the timing to consummate the proposed Merger; the conditions to closing of the proposed Merger may not be satisfied; the risk that
a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated; the diversion of managements time by transaction-related issues. Additional information
concerning factors that could cause actual results to differ materially from those expressed in forward-looking statements is contained in the Companys most recently filed periodic reports and in other filings made by the Company with the SEC
from time to time. Any such forward-looking statement is qualified by reference to these risks and factors. The Company cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements.
Forward-looking statements speak only as of the date of the particular statement, and the Company does not undertake to update any forward-looking statement contained herein.
6