Reckitt Benckiser Group PLC Circular to Shareholders and Notice of GM (3810E)
May 05 2017 - 11:21AM
UK Regulatory
TIDMRB.
RNS Number : 3810E
Reckitt Benckiser Group PLC
05 May 2017
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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