RECKITT BENCKISER COMMENCES ALL-CASH TENDER OFFER OF $42 PER SHARE TO ACQUIRE
ALL OUTSTANDING SHARES OF SCHIFF NUTRITION
Slough, England - November 16, 2012 - Reckitt Benckiser Group PLC ("Reckitt
Benckiser") today announced it has commenced itspreviouslyannounced tender
offerto 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, or approximately $1.4 billion.
The tender offer will expire at 9:00 a.m., New York City time, on December14,
2012, unless extended in accordance with the applicable rules and regulations
of the SEC. Reckitt Benckiser's offer will be subject to Schiff and its
controlling stockholders terminating their merger and related agreements with
Bayer HealthCare LLC, 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 Benckiserwill file today The Offer to Purchase, Letter of Transmittal
and other offering documents with the Securities and Exchange Commission (SEC).
Investors and stockholders of Schiffmay obtain copies of all of the offering
documents free of charge at the Securities and Exchange Commission's website
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 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, StrepsilsGaviscon, 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
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)
Director, Investor Relations
+44 1753 217800
Sard Verbinnen & Co
Jim Barron/Jared Levy
+1 (212) 687-8080
Reckitt Benckiser (RB)
SVP, Global Corporate Communication & Affairs
+44 1753 446447
-0- Nov/16/2012 13:24 GMT
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