Reckitt Benckiser Signs Merger Agreement To Acquire Schiff Nutrition

     Reckitt Benckiser Signs Merger Agreement To Acquire Schiff Nutrition

  PR Newswire

  SLOUGH, England, Nov. 21, 2012

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
JoyceDirector, 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-ShepherdSVP, Global
Corporate Communication & Affairs+44-1753-446447

Website: http://www.rb.com
 
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