Reckitt Benckiser Group PLC (RB.L, RBGPF.PK), on Thursday announced that it will commence a tender offer tomorrow to acquire all of the outstanding shares of Schiff Nutrition International Inc. (SHF), a provider of branded vitamins, nutrition supplements and nutrition bars in the United States and elsewhere, for $42.00 per share in cash valuing Schiff at about $1.4 billion.
The offer represents a premium of 23.5 percent over the $34.00 per share transaction announced on October 30, 2012 by Bayer HealthCare LLC, a unit of Bayer AG (BYR.L, BAYRY.PK, BAYZF.PK),and Schiff.
Reckitt Benckiser stated that its offer is not dependent on financing as the purchase will be funded from existing facilities.
On October 30, 2012, Bayer HealthCare LLC had said it agreed to acquire nutritional supplement firm Schiff Nutrition International for about $1.2 billion, or nearly 920 million euros, representing $34 per share in cash. Closing of the deal, subject to customary closing conditions, is expected by the end of 2012.
Reckitt Benckiser said today that it is confident that it can close the tender offer before the end of calendar year 2012, provided it is permitted in short order to complete limited confirmatory due diligence.
Based on the financial information disclosure dated October 29, 2012 and made public in its 14C SEC filing on November 5, 2012, Schiff expects to achieve net sales of $385 million and proforma EBITDA of $84.6 million for the fiscal year ending May 31, 2013.
Reckitt Benckiser expects the transaction will result in significant synergies and that it would be immediately accretive to earnings on an adjusted basis.
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