ZOETERMEER, The Netherlands and BOCA RATON, Fla., May 25 /PRNewswire/ --
Royal Numico N.V. ("Royal Numico") (Amsterdam: NUM) and Rexall Sundown, Inc.
("Rexall") (Nasdaq: RXSD) announced today that they had reached an agreement
in principle to settle litigation pending in the Circuit Court of Palm Beach
County, Florida brought on behalf of a class of Rexall shareholders against
Rexall, Rexall's directors and an affiliate of Royal Numico. The plaintiff in
the litigation sought, among other things, to enjoin the Rexall directors from
proceeding with the previously announced merger agreement which provides for
the acquisition by Royal Numico of Rexall through a tender offer and merger at
$24 per share (the "Merger").
Pursuant to the agreement in principle to settle the Rexall shareholder
litigation, Royal Numico and Rexall have agreed (i) to reduce the maximum fee
and reimbursement of expenses payable by Rexall to Royal Numico in the event
of termination of the merger agreement under certain circumstances from
$79 million to $60 million; (ii) to provide Rexall shareholders with appraisal
rights in connection with the Merger even if such rights are not available
under applicable law; and (iii) to make certain supplemental disclosures to
Rexall's shareholders confirming the absence of any inquiries by third parties
regarding the possible acquisition of Rexall since the announcement of the
Merger, describing the assumptions underlying previously disclosed financial
projections of Rexall, and clarifying the fact that receipt by Rexall's
financial advisor of its transaction fee is not dependent upon the issuance of
a fairness opinion regarding the Merger.
Royal Numico, Rexall and Rexall's directors have vigorously denied any
wrongdoing or liability in connection with the allegations made in the
litigation, and have entered into the agreement in principle solely to avoid
the burdens, expenses and distractions of continued litigation.
Final settlement of the litigation is conditioned upon, among other
things, consummation of the Offer, the completion of confirmatory discovery,
the execution of a stipulation of settlement, and court approval.
As previously announced, the waiting period required under the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with Royal Numico's tender offer for all of the outstanding shares
of common stock of Rexall expired on May 17, 2000. Royal Numico's tender
offer is scheduled to expire at 12:00 midnight, New York City time, on Friday,
June 2, 2000.
Royal Numico ( 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, Nutricia,
Milupa and Cow & Gate, its products include infant nutrition, medical
nutrition and nutritional supplements. Royal 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 ( 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.
SOURCE Rexall Sundown, Inc.
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Related links:
http://www.rexallsundown.com
CONTACT:
Klaas A. de Jong, Director Corporate Affairs,
+31 79 353 9221, or Jacqueline van der Klift, Investor Relations
Manager, +31 79 353 9003, both of Royal Numico N.V.; Edward Nebb
of BSMG Worldwide, 212-445-8213, for Royal Numico N.V.; Media,
Carol Walters, 561-999-1960, Investors, Donna Conners,
561-241-9400, both of Rexall Sundown, Inc.; or Karen Griffiths of
FRB-BSMG, 212-661-8030, for Rexall Sundown, Inc.
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