Reckitt Benckiser To Commence All-Cash Tender Offer To Acquire
Schiff Nutrition For $42 Per Share
SLOUGH, England, Nov. 15, 2012 /PRNewswire/ -- Reckitt
Benckiser Group PLC ("Reckitt Benckiser") (LSE: RBL) today
announced that it will commence a tender offer tomorrow,
November 16, 2012 to acquire all of
the outstanding shares of Schiff Nutrition International, Inc.
("Schiff") (NYSE: SHF), a leading provider of branded vitamins,
nutrition supplements and nutrition bars in the United States and elsewhere, for
$42.00 per share in cash valuing
Schiff at approximately $1.4 billion.
Reckitt Benckiser's offer is not dependent on financing as the
purchase will be funded from existing facilities.
Reckitt Benckiser's offer represents a premium of 23.5 percent
over the $34.00 per share transaction
announced on October 30, 2012 by
Bayer HealthCare LLC ("Bayer") and Schiff. Reckitt Benckiser
is confident that it can close the tender offer before the end of
calendar year 2012, provided it is permitted in short order to
complete limited confirmatory due diligence.
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®.
Rakesh Kapoor, Reckitt Benckiser
Chief Executive Officer, said, "For Reckitt Benckiser, this
acquisition would provide a powerful entryway into the large and
rapidly growing $30 billion global
VMS market. This market would be the largest consumer health
care sector in which we operate. It is an ideal addition to Reckitt
Benckiser's new strategic focus in global health and hygiene, and
would give us immediate scale in VMS in the USA. It also
plays well to our consumer marketing, innovation and go to market
capabilities."
He continued, "We are confident that the VMS market drivers,
notably changing demographics and increased awareness of the health
and wellness benefits of VMS products, will provide significant
long-term growth potential in what is currently a very fragmented
market."
"We firmly believe that our entrepreneurial and consumer-focused
mindset, our infrastructure, speed and scale, combined with
Schiff's leading brand portfolio, will generate sustained value for
our shareholders," he said.
Based on the financial information disclosure dated October 29, 2012 and made public in its 14C SEC
filing on November 5, 2012, Schiff
expects to achieve net sales of $385
million and proforma EBITDA of $84.6
million for the fiscal year ending May 31, 2013. Reckitt Benckiser
expects the transaction will result in significant synergies and
that it would be immediately accretive to earnings on an adjusted
basis.
Reckitt Benckiser sees no reason why this tender offer could not
close before year end, assuming prompt due diligence, and it will
be prepared to sign a merger agreement substantially similar to the
one Schiff currently has with Bayer. Reckitt Benckiser looks
forward to engaging with Schiff's Board and is confident that they
will recognize it as a superior proposal.
The Offer to Purchase, Letter of Transmittal and other offering
documents will be filed tomorrow, November
16, 2012, with the Securities and Exchange Commission.
Investors and stockholders of Schiff may obtain copies of all of
the offering documents free of charge at the Securities and
Exchange Commission's website (www.sec.gov). Reckitt
Benckiser's offer will be subject to Schiff and its controlling
stockholders terminating their merger and related agreements with
Bayer and entering into definitive agreements with Reckitt
Benckiser, and to other customary conditions, including the tender
of a majority in voting power of Schiff shares of common stock, all
of which will be set forth in the offering documents to be filed.
Reckitt Benckiser believes it can promptly obtain any necessary
regulatory approvals, including approval 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.
Conference Call Information
Reckitt Benckiser will
conduct a conference call with financial analysts and investors on
November 16, 2012 at 07:30 Greenwich
Mean Time (02:30 USA Eastern
Standard Time) to discuss the offer.
Participants can access the call by dialling :
Participant Dial-In Numbers:
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United
Kingdom
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08006940257
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Std
International Dial-In:
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+44 (0)
1452 555566
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United
Kingdom, LocalCall
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08444933800
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Conference ID: 72072243
A replay of the conference call can be accessed via
:
UK
National Call Dial-In:
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08717000145
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UK
LocalCall Dial-In :
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08452455205
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|
Std
International Dial-In:
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+44
(0)1452550000
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Conference ID: 72072243
Available from: 16 Nov 2012
08:30 GMT to 15 Dec 2012 08:30
GMT
A recording of the conference call will be available on
www.rb.com
About Reckitt Benckiser
Reckitt Benckiser (RB) is a global consumer goods leader in health,
hygiene and home, listed on the London Stock Exchange (LSE).
With a purpose of delivering innovative solutions for healthier
lives and happier homes, RB is in the top 25 of companies listed on
the LSE. Since 2000 net revenues have more than doubled and the
market cap has 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 Nurofen,
Strepsils Gaviscon, Mucinex, Durex, Scholl, Lysol, Dettol,
Clearasil, Veet, Harpic, Bang, Mortein, Finish, Vanish, Woolite,
Calgon, Airwick, and French's, and they account for 70% of net
revenue.
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 32,000 people worldwide.
For more information visit www.rb.com
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 intends to file with the Securities and Exchange
Commission. Stockholders should read these materials
carefully when they become available because they will contain
important information, including the terms and conditions of the
offer. Stockholders will be able to 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
Jim Barron/Jared Levy
+1 (212) 687-8080
United
Kingdom
Reckitt Benckiser (RB)
Andraea Dawson-Shepherd
SVP, Global Corporate Communication & Affairs
+44 1753 446447
SOURCE Reckitt Benckiser Group PLC