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Quotes & Info
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| SHF > SEC Filings for SHF > Form 8-K on 21-Nov-2012 | All Recent SEC Filings |
21-Nov-2012
Entry into a Material Definitive Agreement, Termination of a
Agreement and Plan of Merger with Reckitt Benckiser
On November 21, 2012, Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Reckitt Merger Agreement") with Reckitt Benckiser LLC, a Delaware limited liability company ("Parent"), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales, with respect to Parent's proposed acquisition of the Company at a price per common share of $42 in cash. A copy of the Reckitt Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated into this report by reference.
Termination of Agreement and Plan of Merger with Bayer HealthCare
On November 21, 2012, the Agreement and Plan of Merger, dated October 29, 2012
(the "Bayer Merger Agreement"), by and among the Company, Bayer HealthCare LLC
("Bayer") and Willow Road Company was terminated by the Company pursuant to
Section 7.1(e) of the Bayer Merger Agreement. Concurrently with the termination
of the Bayer Merger Agreement, the Company paid to Bayer a termination fee of
$22 million pursuant to Section 7.2(b) of the Bayer Merger Agreement.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of November 21, 2012, by and
among Schiff Nutrition International, Inc., Reckitt Benckiser LLC,
Ascot Acquisition Corp. and Reckitt Benckiser Group plc.*
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* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including estimates, projections and statements relating to the Company's business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Such forward-looking statements include the ability of the Company, Parent and Merger Sub to complete the transactions contemplated by the Reckitt Merger Agreement, including the parties' ability to satisfy the conditions to the consummation of the tender offer and the possibility of any termination of the Reckitt Merger Agreement. The forward-looking statements contained herein are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing and completion of the tender offer by
Important Information
This communication is neither an offer to purchase nor the solicitation of an offer to sell any securities. The Company intends to file with the SEC a solicitation/recommendation statement on Schedule 14d-9 with respect to the tender offer commenced by Merger Sub no later than November 27, 2012. Investors and security holders are urged to read the solicitation/recommendation statement and all relevant documents that are filed with the SEC in connection with the tender offer, as they become available, because they will contain important information.
Investors may obtain a free copy of all materials referenced above (when they are available) and other documents filed by the Company with the SEC at the SEC's website at www.sec.gov and on the Company's website at www.schiffnutrition.com.
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