Mead Johnson Stockholders Approve Acquisition by RB; Mead Johnson Nutrition Board Announces Dividend
RB Shareholders Also Vote to Approve Transaction
At Mead Johnson’s Special Meeting, approximately 70.30% of shares
outstanding as of the record date were voted in favor of the
transaction, with 97.12% of all shares voted being cast in favor of the
transaction. The Company will be filing the final vote results on a Form
8-K with the
Under the terms of the merger agreement between Mead Johnson and RB, stockholders of Mead Johnson will receive $90 in cash for each share upon closing of the transaction, and Mead Johnson will become a new division of RB, with its globally-recognized Enfamil® and Nutramigen® brands joining RB’s portfolio of leading consumer health brands.
“We are pleased to have received such strong support for this
transaction from our stockholders,” said Kasper Jakobsen, President and
CEO of Mead Johnson. “In addition to providing our stockholders with
significant and immediate value, this transaction also creates
attractive opportunities to increase our scale and diversification,
enabling our business to even better serve a larger consumer base.”
Closing of the transaction is subject to customary conditions, including
receipt of approval from one outstanding regulatory authority, the
In addition, Mead Johnson announced today that its board of directors
has declared a regular quarterly dividend of $0.4125 per share for the
quarter ending June 30, 2017. The dividend will be paid on July 5, 2017,
to shareholders of record at close of business on June 20, 2017. In the
event that the merger of Mead Johnson with RB is completed on or prior
to
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, visit www.meadjohnson.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains certain statements with respect to a transaction involving Mead Johnson and RB that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this news release. These risks include, but are not limited to: (1) the possibility that a transaction will not be consummated or delays in consummating the transaction; (2) adverse effects on the market price of the Company’s common stock and on the Company’s operating results because of a failure to complete the transaction; (3) negative effects relating to the announcement of the transaction or any further announcements relating to the transaction or the entrance into or consummation of the transaction on the market price of the Company’s common stock; (4) unanticipated difficulties or expenditures relating to the transaction; (5) legal proceedings instituted against the Company and others in connection with the transaction; (6) disruptions of current plans and operations caused by the announcement and pendency of the transaction; (7) potential difficulties in employee retention as a result of the announcement and pendency of the transaction; (8) the response of customers, distributors, suppliers and competitors to the announcement of the transaction; (9) the ability to sustain brand strength, particularly the Enfa family of brands; (10) the effect on the Company’s reputation of real or perceived quality issues; (11) the effect of regulatory restrictions related to the Company’s products; (12) the adverse effect of commodity costs; (13) increased competition from branded, private label, store and economy-branded products; (14) the effect of an economic downturn on consumers’ purchasing behavior and customers’ ability to pay for product; (15) inventory reductions by customers; (16) the adverse effect of changes in foreign currency exchange rates; (17) the effect of changes in economic, political and social conditions in the markets where we operate; (18) changing consumer preferences; (19) the possibility of changes in the Women, Infants and Children (WIC) program, or participation in WIC; (20) legislative, regulatory or judicial action that may adversely affect the Company’s ability to advertise its products, maintain product margins, or negatively impact the Company’s reputation or result in fines or penalties that decrease earnings; and (21) the ability to develop and market new, innovative products.
Where, in any forward-looking statement, the Company or its 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
we 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
For additional information regarding these and other factors, see the
Company’s filings with the
View source version on businesswire.com: http://www.businesswire.com/news/home/20170531006497/en/
Source:
Mead Johnson Nutrition
Investors:
Kathy
MacDonald, 312-466-8900
kathy.macdonald@mjn.com
or
Media:
Christopher
Perille, 312-466-5814
chris.perille@mjn.com
5/31/2017