Mead Johnson Nutrition Agrees to Be Acquired by Reckitt Benckiser
Deal Creates New Opportunities for Expansion, Growth
Information on RB transaction:
RB has agreed to pay $90 cash for each share of Mead Johnson common
stock in a transaction valued at approximately $17.9 billion (including
net debt). The price represents a premium of 29% to MJN's undisturbed
closing price on
"This transaction recognizes the value of our leading brands and strong, global organization," said Kasper Jakobsen, MJN's Chief Executive Officer. "As part of Reckitt Benckiser, a bigger health care focused business recognized for its marketing capabilities, we will derive benefits from both increased scale and diversification. We are pleased that our shareholders have an opportunity to recognize significant and immediate value and are excited for the new opportunities for our employees as part of a larger company."
"Mead Johnson's geographic footprint significantly strengthens our
position in developing markets, which account for approximately 40% of
the combined group's sales, with
About Mead Johnson
Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in over 50 markets worldwide. The company's mission is to nourish the world's children for the best start in life. The Mead Johnson name has been associated with science-based pediatric nutrition products for over 110 years. The company's "Enfa™" family of brands, including Enfamil® infant formula, is a world leading brand franchise in pediatric nutrition.
For further information, log onto www.meadjohnson.com.
About Reckitt Benckiser (RB)
RB is the world's leading consumer health and hygiene company. The
company has operations in over 60 countries, with headquarters in
Led by a purpose of providing innovative solutions for healthier lives
and happier homes, RB is amongst the top 10 companies listed on the
RB is redefining the world of consumer health and hygiene. Its people and unique culture are at the heart of its success. It has a drive for achievement and a passion to outperform wherever it focuses, including sustainability where it is targeting a 1/3 reduction in water impact, a 1/3 reduction in carbon and 1/3 of net revenue from more sustainable products. RB is proud to lead the Save a Child a Minute campaign, which aims to eliminate child deaths from diarrhea, one of the world's largest killers of children under 5.
Cautionary Statement Regarding Forward-Looking Statements
This release contains certain statements with respect to a transaction
Where, in any forward-looking statement, we or our management expresses
an expectation or belief as to future results or actions, there can be
no assurance that the statement of expectation or belief will result or
be achieved or accomplished. Our actual results may differ materially
from our expectations, plans or projections. Forward-looking statements
are only predictions and estimates, which are inherently subject to
risks, trends and uncertainties, many of which are beyond our ability to
control or predict with accuracy and some of which might not even
anticipate. There can be no assurance that we will achieve our
expectations and we do not assume responsibility for the accuracy and
completeness of the forward-looking statements. Future events and actual
results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements as a result of many factors,
including the risk factors described in the risk factor section of our
reports filed with the
All forward-looking statements included in this release are based upon information available to Mead Johnson as of the date of the release, and we assume no obligation to update or revise any such forward-looking statements except as required by law.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the
transaction. In connection with the transaction, Mead Johnson will file
a proxy statement and other materials with the
Mead Johnson's investors and security holders will be able to obtain a
free copy of these documents filed with the
|Kathy MacDonald, 847-832-2182
|Christopher Perille, 847-832-2178
Participants in the Solicitation
Mead Johnson and its officers and directors may be deemed to be
participants in the solicitation of proxies from Mead Johnson
stockholders with respect to the transaction. Information about Mead
Johnson officers and directors and their ownership of Mead Johnson
common shares is set forth in the proxy statement for Mead Johnson's
2016 Annual Meeting of Stockholders, which was filed with the
Financial Information (UNAUDITED)
Reconciliation of Non-GAAP to GAAP Results
This news release contains non-GAAP financial measures, each of which is listed in the tables below. The items included in GAAP measures, but excluded for the purpose of determining the non-GAAP financial measures, include significant income/expenses not indicative of underlying operating results, including the related tax effect and, at times, the impact of foreign exchange. The non-GAAP measures represent an indication of the company's underlying operating results and are intended to enhance an investor's overall understanding of the company's financial performance and ability to compare the company's performance to that of its peer companies. This information is not intended to be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. Tables that reconcile non-GAAP to GAAP disclosure follow below.
Year Ended December 31, 2016
|Pension Remeasurement (a)
|Fuel for Growth (b)
|All Other (d)
|Depreciation and Amortization
Consolidated Net Debt
|December 31, 2016
|Less: Cash and cash equivalents
(a) Pension Remeasurement: When incurred, gains and losses related to the remeasurement of defined benefit pension and post-employment benefit plans are classified as Specified Items and excluded from non-GAAP performance measures. Pension remeasurement reflects changes in the pension assets and liabilities above what was estimated and included in periodic costs. Factors beyond our control such as changes in discount rates, market volatility and mortality assumptions drive the remeasurement amount. The majority of our pension and post-employment plans are frozen, and therefore the benefit provided to such employees is not related to our underlying operations.
(b) Fuel for Growth: The Company approved a plan to implement a business productivity program referred to as "Fuel for Growth," during the third quarter of 2015, which is anticipated to be implemented over a three-year period. Fuel for Growth is designed to improve operating efficiencies and reduce costs. Fuel for Growth is expected to improve profitability and create additional investments behind brand building and growth initiatives. Fuel for Growth focuses on the optimization of resources within various operating functions and certain third party costs across the business.
(c) Venezuela: Foreign exchange losses, long-lived asset impairments and
other asset write-offs in
(d) All Other: Primarily includes restructuring costs in 2016.