SLOUGH, England, Nov. 21, 2012 /PRNewswire/ -- 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 11:59 p.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 and
education."
"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, Strepsils Gaviscon 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
SOURCE Reckitt Benckiser Group PLC