Reckitt Benckiser to Buy Mead Johnson in $16.6 Billion Deal

Reckitt Benckiser Group Plc agreed to buy Mead Johnson Nutrition Co. for $16.6 billion, taking the U.K. consumer-products maker into the baby-formula market and providing a catalyst for growth as its sales momentum slows.

The $90-a-share takeover will add to earnings within a year and lead to 200 million pounds ($250 million) of cost savings after three years, the maker of Lysol cleaners said Friday. Reckitt shares fell, reversing early gains, as the company forecast 2017 revenue gains below analyst estimates and said it had a “soft” start to the first quarter.

Reckitt Benckiser’s biggest-ever takeover boosts growth prospects after 2016 revenue advanced at the slowest pace in more than five years amid tough conditions in Europe and emerging markets like Brazil. A $480 million breakup fee reduces the chance of a counter-offer for Mead Johnson, which has been touted as a takeover candidate since the maker of Enfamil went public in 2009.

“This deal has potential to reignite top-line growth, the only area where the Reckitt model appears lacking,” said Deborah Aitken, an analyst at Bloomberg Intelligence.

Sales Slowdown

The acquisition marks an “inflection point” for Reckitt Benckiser, Chief Executive Officer Rakesh Kapoor said at a press conference. He cited urbanization, changes to China’s one-child policy and increasing rates of women entering the workforce as reasons for entering the infant nutrition market, which he sees growing at 3 percent to 5 percent a year in the medium term.

Reckitt Benckiser shares fell 1.5 percent to 7,133 pence at 2:30 p.m. in London. Mead Johnson gained 4.8 percent to $87.04 in early New York trading. The offer price is the same as the companies indicated when they announced the negotiations on Feb. 1.

The bid values the target at 17 times earnings compared with multiples of 20 that Nestle paid for Pfizer’s baby-formula unit in 2012 and 22 that Danone paid for baby-food maker Numico in 2007, according to John Baumgartner, an analyst at Wells Fargo.

The debt-funded acquisition will add to per-share earnings in the first full year and will be “double-digit accretive” by the third year, Reckitt Benckiser said.

“This looks just about achievable to us at first blush,” Martin Deboo, an analyst at Jefferies, said of the cost-saving forecast.

Adding Baby Food to Condoms Helps Reckitt Boss Forget Lousy Year

The announcement of the deal was accompanied by Reckitt Benckiser’s fourth-quarter results, which were brought forward from Monday and missed expectations. Like-for-like sales growth of 1 percent compared with a company-compiled consensus estimate of 1.7 percent. Full-year operating profit was in line with estimates at 28.1 percent of sales.

The U.K. company also forecast 3 percent growth in like-for-like sales this year, below analyst estimates for a gain of about 4.2 percent. The first quarter has been weighed down by a new product in the Scholl foot-care line that failed to live up to expectations and will be a drag on performance through the first half of the year, Kapoor said.

“In 2017, we expect macro conditions to remain challenging, and for a number of existing headwinds to persist in the first half,” the CEO said in a statement.

Although not previously considered by analysts to be an obvious acquirer of Mead Johnson, Reckitt Benckiser has had the U.S. company on its radar for a number of years, Kapoor said Friday on a conference call.

The purchase will add baby formula to a portfolio of consumer brands that include Nurofen painkillers, Strepsils throat lozenges and French’s mustard. Reckitt Benckiser has proven able to enter and thrive in new categories before, as it did when it acquired Durex condom maker SSL International Plc in 2010. And it already has a toe in the nutrition business from its 2012 purchase of Schiff Nutrition, which makes Omega-3 supplements and joint-pain pills.

Asia Attractions

One of the main reasons for the takeover is to increase Reckitt Benckiser’s presence in the developing markets of Asia. Mead Johnson trails Nestle and Danone in the global baby-nutrition business, though it’s second only to Nestle in Asia, the biggest market.

Baby food will likely be one of Asia’s fastest-growing food categories, even as the industry contends with near-term headwinds, Bloomberg Intelligence noted in December.

Reckitt Benckiser said it expects to complete the takeover by the end of the third quarter and expects to retain a “strong” investment-grade credit rating.

Robey Warshaw and Bank of America Merrill Lynch acted as joint lead financial advisers to Reckitt Benckiser, which also received advice from Deutsche Bank and HSBC. Mead Johnson was advised by Goldman Sachs and Morgan Stanley.

— With assistance by Thomas Buckley, John Ainger, and Sam Chambers