Result of Tender offer
Reckitt Benckiser Successfully Completes Tender Offer for Shares of Schiff Nutrition
SLOUGH, England, Dec. 17, 2012 -- Reckitt Benckiser Group plc ("Reckitt
Benckiser" or "RB") (LSE: RBL) announced today the successful completion of the tender offer
(the "Offer") made by Reckitt Benckiser's indirect wholly-owned subsidiary Ascot Acquisition
Corp. for all of the outstanding shares of Class A common stock and Class B common stock of
Schiff Nutrition International, Inc. ("Schiff Nutrition") (NYSE: SHF) at a purchase price of $42.00
per share, net to the seller in cash, without interest, less any applicable withholding taxes as
specified in the Offer to Purchase filed by Ascot Acquisition Corp. with the Securities and
Exchange Commission on November 27, 2012. The Offer expired at 11:59 p.m., New York City
time, on Friday, December 14, 2012.
According to the final report of the depositary for the Offer, as of the expiration of the Offer, a total
of 28,745,180 shares of Schiff Nutrition common stock were validly tendered and not withdrawn
prior to the expiration of the Offer, which represent approximately 96.266% of all outstanding
shares of Schiff Nutrition common stock and 90.137% of all outstanding shares of Schiff Nutrition
common stock on a fully-diluted basis. In addition, 397,714 shares of Schiff Nutrition common
stock have been delivered pursuant to the guaranteed delivery procedures. The aggregate number
of shares validly tendered and not properly withdrawn pursuant to the Offer exceeds the "minimum
condition" and, accordingly, Ascot Acquisition Corp. accepted for payment all such shares in
accordance with the terms of the Offer and will promptly pay for such shares in accordance with
the terms of the Offer.
In accordance with that certain Agreement and Plan of Merger, dated as of November 21, 2012
(the "Merger Agreement"), by and among the Schiff Nutrition, Reckitt Benckiser LLC, Ascot
Acquisition Corp. and, solely for the purposes specified in the Merger Agreement, Reckitt
Benckiser, following consummation of the Offer, Ascot Acquisition Corp. intends to effect a
"short-form" merger under applicable Delaware law, at which time Schiff Nutrition will become an
indirect wholly owned subsidiary of Reckitt Benckiser. All outstanding shares of common stock of
Schiff Nutrition, other than shares held by Schiff Nutrition, Reckitt Benckiser LLC, Ascot
Acquisition Corp. or any of their respective wholly-owned subsidiaries, or by Schiff Nutrition
stockholders who are entitled to and properly exercise appraisal rights under Delaware law, will
be canceled and converted into the right to receive cash equal to the $42.00 Offer price per share,
net in cash, without interest, less any applicable withholding taxes. In addition, upon completion
of the merger, the Class A common stock of Schiff Nutrition will cease to be traded on the NYSE.
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.
Investor & Analyst Contacts:
Reckitt Benckiser (RB)
United Kingdom
Richard Joyce
Director, Investor Relations
+44 1753 217800
Media Contacts:
United States
Sard Verbinnen & Co (+1 212 687-8080)
Jim Barron
Jared Levy
Brooke Gordon
United Kingdom
Reckitt Benckiser (RB)
Andraea Dawson-Shepherd
SVP, Global Corporate Communication & Affairs
+44 1753 446447