RECKITT BENCKISER GROUP PLC - Offer for Schiff Nutrition - as
released in US yesterday
RECKITT BENCKISER TO COMMENCE ALL-CASH TENDER OFFER TO
ACQUIRE SCHIFF NUTRITION FOR $42 PER SHARE
Acquisition to Provide Reckitt Benckiser a Significant Opportunity to Enter
Large and Growing Vitamins, Minerals and Supplements Market
Cash Offer Represents 23.5% Percent Premium to Announced Bayer Group
Transaction
And Tender Offer Can Close by Year-End
Slough, England - November 15, 2012 - 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 $1.4billion. 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:
United Kingdom 08006940257
Std International Dial-In: +44 (0) 1452 555566
United Kingdom, LocalCall 08444933800
Conference ID: 72072243
A replay of the conference call can be accessed via :
UK National 08717000145
Call Dial-In:
UK LocalCall 08452455205
Dial-In :
Std +44 (0)
International 1452550000
Dial-In:
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
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