Illinois-based Mead Johnson Nutrition Co. (NYSE: MJN) said it agreed to be acquired by British firm Reckitt Benckiser Group plc (LSE: RB), the world’s leading consumer health and hygiene company, which will pay $90 in cash for each share of Mead Johnson common stock in a deal valued at $17.9 billion, including debt.
Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in over 50 markets worldwide. At closing, the company will become a new division of RB with its globally-recognized Enfamil and Nutramigen brands joining RB’s portfolio of leading consumer health brands.
The purchase price represents a premium of 29% to MJN’s undisturbed closing price on February 1, 2017 before market speculation of a potential transaction. Including Mead Johnson’s net debt of $1.2 billion as of December 31, 2016, the total enterprise value of the transaction is $17.9 billion, representing a multiple of 17.4x 2016 non-GAAP EBITDA.
RB is the world’s leading consumer health and hygiene company. The company has operations in over 60 countries, with headquarters in London, Dubai and Amsterdam, and sales in most countries across the globe. The company employs approximately 37,000 people worldwide.
RB is amongst the top 10 companies listed on the London Stock Exchange. It is the global No 1 or No 2 in the majority of its fast-growing categories, driven by an exceptional focus on innovation. RB’s Health, Hygiene and Home portfolio is led by its global Powerbrands including Nurofen, Strepsils, Gaviscon, Mucinex, Durex, Scholl, Clearasil, Lysol, Dettol, Veet, Harpic, Cillit Bang, Mortein, Finish, Vanish, Calgon, Air Wick, Woolite and French’s. Powerbrands represent 80% of RB’s net revenue.
The deal has been unanimously approved by the Mead Johnson Board of Directors. Closing is subject to customary conditions, including approval by shareholders of both Mead Johnson and RB and regulatory approvals, and is expected to occur during the third quarter of 2017. Mead Johnson will continue to pay its normal quarterly dividend until closing.
“This transaction recognizes the value of our leading brands and strong, global organization,” said Kasper Jakobsen, MJN’s CEO. “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 China becoming our second largest Powermarket,” noted RB’s CEO, Rakesh Kapoor. “We are confident that our deep understanding of consumer needs and our expertise in scaling global brands will deliver significant growth for the MJN portfolio. We will draw on the best of both businesses and continue to build on Mead Johnson’s extensive R&D, regulatory, quality and specialist distribution capabilities.”
Goldman Sachs acted as Mead Johnson’s lead financial advisor. Morgan Stanley also acted as financial advisor to the company. Kirkland & Ellis LLP acted as Mead Johnson’s legal advisor.
About Mead Johnson