ZOETERMEER, Netherlands, May 5 /PRNewswire/ -- Royal Numico N.V.
("Numico") (Amsterdam Stock Exchange: NUM) announced today that through a
wholly owned subsidiary it has commenced a cash tender offer to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Rexall Sundown, Inc. ("Rexall Sundown") (Nasdaq: RXSD) at a price
of $24.00 per share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
related Letter of Transmittal, both dated today.
The offer is being made pursuant to the previously announced Merger
Agreement between Numico and Rexall Sundown, and is conditioned upon the
tender of that number of shares of Common Stock of Rexall Sundown equivalent
to a majority of the total issued and outstanding shares of such Common Stock
on a fully diluted basis and certain other customary conditions. Rexall
Sundown's Board of Directors unanimously approved the tender offer and Merger
Agreement, and recommends Rexall Sundown shareholders tender their shares of
Common Stock pursuant to the offer. The offer and withdrawal rights are
scheduled to expire at 12:00 Midnight, New York City time on Friday, June 2,
2000, unless the offer is otherwise extended in accordance with the terms of
the Merger Agreement.
The necessary filings with the Securities and Exchange Commission in
connection with the tender offer are being made today, and the offer documents
will be mailed to Rexall Sundown shareholders promptly. Salomon Smith Barney
Inc. is acting as financial advisor to Numico and as the Dealer Manager, and
Innisfree M&A Incorporated is acting as the Information Agent in connection
with the tender offer.
Royal Numico N.V. ( http://www.numico.com ), headquartered in Zoetermeer, the
Netherlands, is a world leader in specialized nutrition. A holding company
for a group of companies including General Nutrition Companies, Inc.,
Nutricia, Milupa and Cow & Gate, its products include infant nutrition,
medical nutrition and nutritional supplements. Numico concentrates on the
development, manufacture and sales of specialized nutrition products based
upon medical scientific concepts with a high added value. The company
operates in some 100 countries.
Rexall Sundown, Inc. ( http://www.rexallsundown.com ), headquartered in Boca
Raton, Florida, is a leading manufacturer and marketer of vitamins,
nutritional supplements and consumer health products primarily for the U.S.
mass market.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is made solely through the
Offer to Purchase and the related Letter of Transmittal, which will be mailed
to shareholders of Rexall Sundown. The offer is not being made to (nor will
tenders be accepted from or on behalf of) holders of Common Stock in any
jurisdiction in which the making of the offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the offer to be made by a
licensed broker or dealer, the offer shall be deemed to be made on behalf of
Numico by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction. Additional copies of the Offer
to Purchase and related Letter of Transmittal may be obtained for free at the
SEC's website at http://www.sec.gov. Copies of such documents can also be obtained
for free by contacting Innisfree M&A Incorporated, the Information Agent, at
888-750-5834.
SOURCE Rexall Sundown, Inc.
 back to top
Related links:
http://www.rexallsundown.com
CONTACT:
Klaas A. de Jong, Director, Corporate
Affairs, of Royal Numico N.V., 31-79-353-9028, or
klaas.dejong@numico.com, or Media, Carol Walters, 561-999-1960,
Investors, Donna Conners, 561-241-9400, or Karen Griffiths,
212-661-8030, all of FRB-BSMG, or Media, Edward Nebb of BSMG
Worldwide, 212-445-8213, for Rexall Sundown, Inc.
|
