5 May 2017 16:21
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 May 2017
Reckitt Benckiser Group plc
Acquisition of Mead Johnson Nutrition Company
On 10 February 2017, Reckitt Benckiser Group plc ("RB") announced that it had reached agreement with Mead Johnson Nutrition Company (NYSE:MJN) ("Mead Johnson") on the terms of a recommended merger under which Mead Johnson shareholders will receive $90 in cash for each share of common stock, valuing the total equity at $16.7 billion.
Due to its size, the proposed acquisition constitutes a Class 1 transaction for RB under the UK Listing Rules. RB is pleased to announce that the circular convening a meeting of its shareholders to approve the acquisition has been published today on RB's website at www.rb.com under the Investors section and will shortly be posted to shareholders. The Circular is available for inspection at RB's registered office and has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
The meeting to approve the transaction is scheduled to be held at the Auditorium of Deutsche Bank AG, Ground Floor, Winchester House, 75 London Wall, London EC2N 2DB at 3.00 p.m. on 31 May 2017.
The acquisition is also subject to approval by the shareholders of Mead Johnson and the receipt of one outstanding regulatory approval. The transaction is expected to be completed by the end of Q3 2017.
Enquiries / advisers
For further information, please contact:
RB +44 (0)1753 217 800
Richard Joyce - SVP, Investor Relations
Patty O'Hayer - Director, External Relations and Government Affairs
Brunswick +44 (0) 207 404 5959
Gabrielle Silver / David Litterick
Robey Warshaw and Bank of America Merrill Lynch are acting as joint lead financial advisers to RB. Deutsche Bank is acting as financial adviser, corporate broker and sponsor to RB. HSBC is acting as financial adviser to RB.
Davis Polk & Wardwell LLP and Linklaters LLP are retained as legal advisers to RB.
Further information
The Mead Johnson equity value is calculated based on 183,635,708 basic shares outstanding and estimated total dilution from stock options, restricted share units and performance share awards of 1,775,240 shares as at 13 April 2017. The estimated dilution from stock options has been calculated using the treasury stock method.
Reckitt Benckiser Group plc's LEI code is 5493003JFSMOJG48V108
Important notice
This announcement is not for release, publication or distribution directly or indirectly, in whole or in part, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
Important notice about financial advisers
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for RB and no one else in connection with the contents of this announcement and will not be responsible to anyone other than RB for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.
Merrill Lynch International ("BofA Merrill Lynch") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. BofA Merrill Lynch is acting exclusively for RB and no one else in connection with the contents of this announcement. In connection with such matters, BofA Merrill Lynch, 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 connection with this announcement or any other matter referred to herein.
Deutsche Bank AG, London Branch ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.html. Deutsche Bank is acting as financial adviser, corporate broker and sponsor to RB and no one else in connection with the proposed acquisition or the contents of this announcement and will not be responsible to anyone other than RB for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the proposed acquisition or any other matters referred to herein.