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
"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
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
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
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
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).
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Investor & Analyst Contacts:
Reckitt Benckiser (RB)
Director, Investor Relations
+44 1753 217800
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)
Reckitt Benckiser (RB)
SVP, Global Corporate Communication & Affairs
+44 1753 446447