Mead Johnson Nutrition Agrees to Be Acquired by Reckitt Benckiser

Deal Creates New Opportunities for Expansion, Growth

GLENVIEW, Ill.–(BUSINESS WIRE)–Mead Johnson Nutrition Company (NYSE:MJN) today announced that it has
reached an agreement to be acquired by Reckitt Benckiser Group plc (RB),
the world’s leading consumer health and hygiene company. As a result of
this transaction, 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.

RB has agreed to pay $90 cash for each share of Mead Johnson common
stock in a transaction valued at approximately $17.9 billion (including
net debt). The 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.
The transaction has been unanimously approved by the Mead Johnson Board
of Directors. Closing of the transaction 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 Chief Executive
Officer. “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 Chief Executive Officer, 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

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, log onto www.meadjohnson.com.

About Reckitt Benckiser (RB)

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.

Led by a purpose of providing innovative solutions for healthier lives
and happier homes, 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.

RB is redefining the world of consumer health and hygiene. Its people
and unique culture are at the heart of its success. It has a drive for
achievement and a passion to outperform wherever it focuses, including
sustainability where it is targeting a 1/3 reduction in water impact, a
1/3 reduction in carbon and 1/3 of net revenue from more sustainable
products. RB is proud to lead the Save a Child a Minute campaign, which
aims to eliminate child deaths from diarrhea, one of the world’s largest
killers of children under 5.

Cautionary Statement Regarding Forward-Looking
Statements

This release contains certain statements with respect to a transaction
involving Mead Johnson Nutrition Company (“Mead Johnson”) and Reckitt
Benckiser Group plc 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 Mead Johnson’s common stock and on Mead
Johnson’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 Mead Johnson’s stock; (4) unanticipated difficulties or expenditures
relating to the transaction; (5) legal proceedings instituted against
Mead Johnson 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, we or our 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 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 Securities and Exchange Commission (“SEC”). Other
unknown or unpredictable factors could also have material adverse
effects on future results, performance or achievements of Mead Johnson.

All forward-looking statements included in this release are based upon
information available to Mead Johnson as of the date of the release, and
we assume no obligation to update or revise any such forward-looking
statements except as required by law.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the
transaction. In connection with the transaction, Mead Johnson will file
a proxy statement and other materials with the SEC. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MEAD JOHNSON AND THE TRANSACTION.

Mead Johnson’s investors and security holders will be able to obtain a
free copy of these documents filed with the SEC at the SEC’s website at http://www.sec.gov.
In addition, investors will be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available) at
Mead Johnson’s Website at www.meadjohnson.com
or by contacting Mead Johnson:

   

Investors:

Media:

Kathy MacDonald, 847-832-2182 Christopher Perille, 847-832-2178

kathy.macdonald@mjn.com

chris.perille@mjn.com

 

Participants in the Solicitation

Mead Johnson and its officers and directors may be deemed to be
participants in the solicitation of proxies from Mead Johnson
stockholders with respect to the transaction. Information about Mead
Johnson officers and directors and their ownership of Mead Johnson
common shares is set forth in the proxy statement for Mead Johnson’s
2016 Annual Meeting of Stockholders, which was filed with the SEC on
April 4, 2016, and in other documents filed with the SEC by Mead Johnson
and its officers and directors. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of the participants in the solicitation of proxies in
connection with the transaction by reading the preliminary and
definitive proxy statements regarding the transaction, which will be
filed by Mead Johnson with the SEC.

Mead Johnson Nutrition Company
Financial Information
(UNAUDITED)

Reconciliation of Non-GAAP to GAAP Results

This news release contains non-GAAP financial measures, each of which is
listed in the tables below. The items included in GAAP measures, but
excluded for the purpose of determining the non-GAAP financial measures,
include significant income/expenses not indicative of underlying
operating results, including the related tax effect and, at times, the
impact of foreign exchange. The non-GAAP measures represent an
indication of the company’s underlying operating results and are
intended to enhance an investor’s overall understanding of the company’s
financial performance and ability to compare the company’s performance
to that of its peer companies. This information is not intended to be
considered in isolation or as a substitute for financial measures
prepared in accordance with GAAP. Tables that reconcile non-GAAP to GAAP
disclosure follow below.

 

Non-GAAP EBITDA

 

Year Ended December 31, 2016

EBIT $ 818.7
Pension Remeasurement (a) (7.4 )
Fuel for Growth (b) 29.2
Venezuela (c) 81.8
All Other (d) 4.5
Depreciation and Amortization 99.6  
Non-GAAP EBITDA 1,026.4  
 
 

Consolidated Net Debt

 
December 31, 2016
Short-term borrowings $ 3.9
Long-Term Debt 2,976.2
Total Debt 2,980.1
Less: Cash and cash equivalents 1,795.4
Net debt $ 1,184.7
 

(a) Pension Remeasurement: When incurred, gains and losses related to
the remeasurement of defined benefit pension and post-employment benefit
plans are classified as Specified Items and excluded from non-GAAP
performance measures. Pension remeasurement reflects changes in the
pension assets and liabilities above what was estimated and included in
periodic costs. Factors beyond our control such as changes in discount
rates, market volatility and mortality assumptions drive the
remeasurement amount. The majority of our pension and post-employment
plans are frozen, and therefore the benefit provided to such employees
is not related to our underlying operations.

(b) Fuel for Growth: The Company approved a plan to implement a business
productivity program referred to as “Fuel for Growth,” during the third
quarter of 2015, which is anticipated to be implemented over a
three-year period. Fuel for Growth is designed to improve operating
efficiencies and reduce costs. Fuel for Growth is expected to improve
profitability and create additional investments behind brand building
and growth initiatives. Fuel for Growth focuses on the optimization of
resources within various operating functions and certain third party
costs across the business.

(c) Venezuela: Foreign exchange losses, long-lived asset impairments and
other asset write-offs in Venezuela.

(d) All Other: Primarily includes restructuring costs in 2016.

Contacts

Mead Johnson Nutrition
Investors:
Kathy
MacDonald, 847-832-2182
kathy.macdonald@mjn.com
or
Media:
Christopher
Perille, 847-832-2178
chris.perille@mjn.com