ZOETERMEER, Netherlands, June 5 /PRNewswire/ -- Royal Numico N.V.
("Numico") (Amsterdam Stock Exchange: NUM) today announced the expiration of
its previously announced cash tender offer to purchase all outstanding shares
of common stock, par value $0.01 per share, 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. The tender offer was made through Numico's
indirect wholly owned subsidiary, Nutricia Investment Corp.
The tender offer expired, as scheduled, at 12:00 Midnight, New York City
time, on Friday, June 2, 2000.
As of the expiration of the tender offer, based on information provided by
the depository for the tender offer, approximately 62,657,416 shares,
representing approximately 96.36 percent of Rexall Sundown's issued and
outstanding shares of common stock, were validly tendered and not withdrawn.
The shares of common stock tendered include 1,239,166 shares tendered pursuant
to Notices of Guaranteed Delivery. Pursuant to the terms of the offer, Numico
accepted for payment, and will promptly pay for, all shares of common stock
validly tendered and not withdrawn in the offer. Numico will acquire the
remaining outstanding shares of Rexall Sundown common stock pursuant to a
merger of Nutricia Investment Corp. with and into Rexall Sundown. As a result
of the merger, the remaining outstanding shares of Rexall Sundown common stock
(except for shares owned by Numico, Rexall Sundown or any of their respective
subsidiaries and shares held by stockholders exercising dissenters' rights)
will be converted into the right to receive $24.00 in cash, without interest,
and Rexall Sundown will thereby become an indirect wholly owned subsidiary of
Numico.
Royal Numico N.V. (http://www.numico.com), headquartered in Zoetermeer, the
Netherlands, is a world leader in specialized nutrition, including infant
nutrition, clinical nutrition and nutritional supplements, under well-known
brand names like Nutricia, Milupa, Cow & Gate and GNC. Numico has
acknowledged expertise in the field of research and development of
scientifically based nutrition. The company operates in over 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.
SOURCE Royal Numico N.V.; Rexall Sundown, Inc.
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Related links: http://www.rexallsundown.com http://www.numico.com
CONTACT: Klaas A. de Jong, Director Corporate Affairs of Royal Numico N.V., +31-79-353-9028, or klaas.dejong@numico.com; or Edward Nebb of BSMG WORLDWIDE, media, 212-445-8213; or Carol Walters, media, 561-999-1960, or Donna Conners, investors, 561-241-9400, both of Rexall Sundown; or Karen Griffiths of FRB-BSMG, 212-661-8030
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