News Feed Item

Reckitt Benckiser Signs Merger Agreement To Acquire Schiff Nutrition

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 Joyce
Director, Investor Relations

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-Shepherd
SVP, Global Corporate Communication & Affairs

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
DXWorldEXPO LLC announced today that ICOHOLDER named "Media Sponsor" of Miami Blockchain Event by FinTechEXPO. ICOHOLDER give you detailed information and help the community to invest in the trusty projects. Miami Blockchain Event by FinTechEXPO has opened its Call for Papers. The two-day event will present 20 top Blockchain experts. All speaking inquiries which covers the following information can be submitted by email to [email protected] Miami Blockchain Event by FinTechEXPO also offers s...
Poor data quality and analytics drive down business value. In fact, Gartner estimated that the average financial impact of poor data quality on organizations is $9.7 million per year. But bad data is much more than a cost center. By eroding trust in information, analytics and the business decisions based on these, it is a serious impediment to digital transformation.
Daniel Jones is CTO of EngineerBetter, helping enterprises deliver value faster. Previously he was an IT consultant, indie video games developer, head of web development in the finance sector, and an award-winning martial artist. Continuous Delivery makes it possible to exploit findings of cognitive psychology and neuroscience to increase the productivity and happiness of our teams.
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory? In her Day 2 Keynote at @DevOpsSummit at 21st Cloud Expo, Aruna Ravichandran, VP, DevOps Solutions Marketing, CA Technologies, was jo...
Predicting the future has never been more challenging - not because of the lack of data but because of the flood of ungoverned and risk laden information. Microsoft states that 2.5 exabytes of data are created every day. Expectations and reliance on data are being pushed to the limits, as demands around hybrid options continue to grow.
The standardization of container runtimes and images has sparked the creation of an almost overwhelming number of new open source projects that build on and otherwise work with these specifications. Of course, there's Kubernetes, which orchestrates and manages collections of containers. It was one of the first and best-known examples of projects that make containers truly useful for production use. However, more recently, the container ecosystem has truly exploded. A service mesh like Istio addr...
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
As IoT continues to increase momentum, so does the associated risk. Secure Device Lifecycle Management (DLM) is ranked as one of the most important technology areas of IoT. Driving this trend is the realization that secure support for IoT devices provides companies the ability to deliver high-quality, reliable, secure offerings faster, create new revenue streams, and reduce support costs, all while building a competitive advantage in their markets. In this session, we will use customer use cases...
Business professionals no longer wonder if they'll migrate to the cloud; it's now a matter of when. The cloud environment has proved to be a major force in transitioning to an agile business model that enables quick decisions and fast implementation that solidify customer relationships. And when the cloud is combined with the power of cognitive computing, it drives innovation and transformation that achieves astounding competitive advantage.
Evan Kirstel is an internationally recognized thought leader and social media influencer in IoT (#1 in 2017), Cloud, Data Security (2016), Health Tech (#9 in 2017), Digital Health (#6 in 2016), B2B Marketing (#5 in 2015), AI, Smart Home, Digital (2017), IIoT (#1 in 2017) and Telecom/Wireless/5G. His connections are a "Who's Who" in these technologies, He is in the top 10 most mentioned/re-tweeted by CMOs and CIOs (2016) and have been recently named 5th most influential B2B marketeer in the US. H...
DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. Digital Transformation (DX) is a major focus with the introduction of DXWorldEXPO within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term. A total of 88% of Fortune 500 companies from a generation ago are now out of bus...
DXWordEXPO New York 2018, colocated with CloudEXPO New York 2018 will be held November 11-13, 2018, in New York City and will bring together Cloud Computing, FinTech and Blockchain, Digital Transformation, Big Data, Internet of Things, DevOps, AI, Machine Learning and WebRTC to one location.
Cloud Expo | DXWorld Expo have announced the conference tracks for Cloud Expo 2018. Cloud Expo will be held June 5-7, 2018, at the Javits Center in New York City, and November 6-8, 2018, at the Santa Clara Convention Center, Santa Clara, CA. Digital Transformation (DX) is a major focus with the introduction of DX Expo within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive ov...
DXWorldEXPO | CloudEXPO are the world's most influential, independent events where Cloud Computing was coined and where technology buyers and vendors meet to experience and discuss the big picture of Digital Transformation and all of the strategies, tactics, and tools they need to realize their goals. Sponsors of DXWorldEXPO | CloudEXPO benefit from unmatched branding, profile building and lead generation opportunities.
Dion Hinchcliffe is an internationally recognized digital expert, bestselling book author, frequent keynote speaker, analyst, futurist, and transformation expert based in Washington, DC. He is currently Chief Strategy Officer at the industry-leading digital strategy and online community solutions firm, 7Summits.