Reckitt Benckiser Group PLC (RB.L) said Wednesday that it has signed a definitive merger agreement with Schiff Nutrition International, Inc. (SHF), a provider of branded vitamins, nutrition supplements and nutrition bars in the United States and elsewhere.
The Board of Directors of Schiff has approved the deal and will recommend that its shareholders tender their shares into Reckitt Benckiser's previously announced cash tender offer of $42.00 per share, valuing Schiff at $1.4 billion.
The Reckitt Benckiser offer topped the agreed deal in late October for German pharmaceutical firm Bayer AG's (BYR.L, BAYRY.PK, BAYZF.PK) unit Bayer HealthCare LLC to acquire Schiff for $34.00 per share in a deal valued at about $1.2 billion.
Schiff Nutrition International said in a regulatory filing Wednesday that its merger deal with Bayer HealthCare LLC, dated October 29, was terminated, and that the company paid to Bayer a termination fee of $22 million.
Reckitt Benckiser's tender offer, which commenced on November 16, will expire at 11:59 p.m.New York City time, on December 14.
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.
Reckitt Benckiser said it will finance the deal with cash and existing credit facilities.
Reckitt Benckiser expects the deal to be immediately accretive to earnings on an adjusted basis.
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