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RECKITT BENCKISER GROUP PLC: Offer for Schiff Nutrition - as released in US yesterday

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 
3 
END 
-0- Nov/16/2012 08:04 GMT