Reckitt Benckiser Signs Merger Agreement To Acquire Schiff
Nutrition
Slough, England - November 21, 2012 - Reckitt Benckiser Group PLC
("Reckitt Benckiser") (LSE: RBL) today announces it has signed a
definitive merger agreement with Schiff Nutrition International,
Inc. ("Schiff") (NYSE:SHF) a leading provider of branded vitamins,
nutrition supplements and nutrition bars in the United States and elsewhere. The Board of
Directors of Schiff has approved the transaction and will recommend
that its stockholders tender their shares into Reckitt Benckiser's
previously announced cash tender offer of $42.00 per share, valuing Schiff at $1.4 billion. Reckitt Benckiser's tender offer
will expire at 11:59p.m. New York City time, on December 14, 2012, unless extended in accordance
with the merger agreement and the applicable rules and regulations
of the SEC. Reckitt Benckiser will finance the transaction with
cash and existing credit facilities. The transaction is expected to
be immediately accretive to earnings on an adjusted basis.
Rakesh Kapoor, Reckitt Benckiser
Chief Executive Officer, said, "We are very pleased to have reached
a mutually beneficial agreement with Schiff and are excited to
enter the $30 billion global
vitamins, minerals and supplements market with such a strong
portfolio of high quality branded business in the USA. Schiff's portfolio is an excellent fit
with our strategic focus on health and hygiene, where in health
care in the USA we already have
Mucinex, Delsym, Cepacol and Durex as major brands."
"The sub-categories within which Schiff operates have strong
growth momentum and to this we expect to combine Reckitt
Benckiser's strong go to market capabilities as well as proven
skills in branding, innovation and consumer communication
andeducation."
"The integration process will be undertaken promptly following
completion of the transaction, so that the business can continue
its growth trajectory with minimum disruption and realize synergies
as soon as possible. Reckitt Benckiser expects the tender offer to
close before the end of calendar year 2012."
Kapoor concluded, "We are confident that our considerable
expertise in building great consumer brands will drive sustainable
growth and shareholder returns from this transaction."
The financial information disclosure dated October 29, 2012 and made public in Schiff's 14C
SEC filing on November 5, 2012,
indicated projected net sales of approximately $385 million and forecast proforma EBITDA of
approximately $84.6 million for the
fiscal year ending May 31, 2013.
Pursuant to the merger agreement, Reckitt Benckiser will amend
its tender offer documents to, among other matters, remove the
conditions relating to due diligence and the execution of a
definitive merger agreement. The tender offer will remain subject
to customary conditions, including the tender of a majority in
voting power of Schiff shares of common stock and the expiration or
early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).
Morgan Stanley & Co. Limited is acting as exclusive
financial adviser to Reckitt Benckiser and no one else in
connection with the matters described in this announcement. In
connection with such matters, Morgan Stanley & Co. Limited, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the transaction, the contents of this announcement or
any other matter referred to herein.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as
Reckitt Benckiser's legal advisor.
About Reckitt Benckiser
Reckitt Benckiser (RB) is a global consumer goods leader in
health, hygiene and home, listed on in the top 25 on the London
Stock Exchange (LSE). With a purpose of delivering innovative
solutions for healthier lives and happier homes, RB has more
trebled revenues since it was formed in 2000 and its market cap has
more than quadrupled. Today it is the global No 1 or No 2 in the
majority of its fast-growing categories, driven by an exceptional
rate of innovation. Its health, hygiene and home portfolio is led
by 19 global Powerbrands including in the over the counter health
category Mucinex, Durex, Nurofen, StrepsilsGaviscon and Scholl, and
in the hygiene category Lysol, Dettol, Clearasil, Veet, Harpic,
Bang, Mortein and Finish.
RB people and its culture are at the heart of the company's
success. They have an intense drive for achievement and a desire to
outperform wherever they focus, including in CSR where the company
has reduced its carbon footprint by 20% in 5 years and is now
targeting to deliver a 1/3 reduction in water use, 1/3 further
reduction in carbon and have 1/3 of its net revenue coming from
more sustainable products by 2020. It is also the Save the Children
charity's largest FMCG global partner.
The company has operations in over 60 countries, with
headquarters in the UK, Singapore,
Dubai and Amsterdam, and sales in almost 200 countries.
The Company employs approximately 38,000 people worldwide.
For more information visit www.rb.com
About Schiff
Schiff's vitamin, minerals and supplements (VMS) product
portfolio includes a number of market leading brands in the
specialist product category in the USA, including MegaRed®, number 1 in the
healthy heart segment, Move Free® the number 2 in joint care,
Airborne® the number 2 in immune support, and Schiff Vitamins®.
Forward-Looking Statements
Statements herein regarding the proposed transaction between
Reckitt Benckiser and Schiff, future financial and operating
results and any other statements about future expectations
constitute "forward looking statements." These forward looking
statements may be identified by words such as "believe," "expects,"
"anticipates," "projects," "intends," "should," "estimates" or
similar expressions. Such statements are based upon current beliefs
and expectations and are subject to significant risks and
uncertainties. There are a number of important factors that could
cause actual results or events to differ materially from those
indicated by such forward looking statements. We believe these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are
based on current expectations. All written and oral forward-looking
statements attributable to us or persons acting on our behalf are
qualified in their entirety by these cautionary statements.
Further, forward-looking statements speak only as of the date they
are made, and we undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time unless required by law.
Important Additional Information
This document is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any
securities. The solicitation and offer to buy the common stock of
Schiff will only be made pursuant to an offer to purchase and
related materials that the acquirer filed with the Securities and
Exchange Commission on November 16,
2012, as those materials may be amended. Stockholders should
read these materials carefully because they contain important
information, including the terms and conditions of the offer.
Stockholders may obtain the offer to purchase and related materials
with respect to the tender offer free of charge at the SEC's
website at www.sec.gov or from MacKenzie Partners, Inc., Reckitt
Benckiser's Information Agent, at 800-322-2885 (toll-free) or at
+1-212-929-5500 (call collect).
# # #
Investor & Analyst Contacts:
Reckitt Benckiser (RB)
United Kingdom
Richard Joyce
Director, Investor Relations
+44 1753 217800
Media Contacts:
United States
Sard Verbinnen & Co (+1 212 687-8080)
Jim Barron (+1 646 625-9145)
Jared Levy (+1 617 233-1172)
Brooke Gordon (+1 917 570-9176)
United Kingdom
Reckitt Benckiser (RB)
Andraea Dawson-Shepherd
SVP, Global Corporate Communication & Affairs
+44 1753 446447