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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER TO SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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REXALL SUNDOWN, INC.
(NAME OF SUBJECT COMPANY)
NUTRICIA INVESTMENT CORP.
NUTRICIA FLORIDA, L.P.
NUTRICIA FLORIDA, INC.
NUTRICIA INTERNATIONAL B.V.
KONINKLIJKE NUMICO N.V.
(ROYAL NUMICO)
(NAMES OF FILING PERSONS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
761648104
(CUSIP NUMBER OF CLASS OF SECURITIES)
JULITTE VAN DER VEN
NUTRICIA INVESTMENT CORP.
C/O GUY SNYDER, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 609-7500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
GUY E. SNYDER, ESQ.
STEVEN J. GRAY, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO, as amended ("Schedule TO") filed May 5, 2000 relating to the
offer by Nutricia Investment Corp. (the "Purchaser"), a Florida corporation and
an indirect wholly owned subsidiary of Koninklijke Numico ("Numico"), a company
incorporated under the laws of the Netherlands, to purchase all of the issued
and outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Rexall Sundown, Inc. (the "Company"), at a price of $24.00 per share
of Common Stock, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
May 5, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Section 13 of the Offer to Purchase is hereby deleted and replaced
with the following:
The Offer is not conditioned upon the obtaining of any financing
arrangements. The Purchaser estimates that the total amount of funds required to
purchase all of the outstanding Shares on a fully diluted basis pursuant to the
Offer and the Merger, to pay related fees and expenses of Numico and the
Purchaser and to effect the Merger will be approximately $1.8 billion. The
Purchaser will obtain these funds from Numico, either directly or indirectly via
Nutricia LP, Nutricia, Inc. and/or Nutricia International, and/or any other
wholly owned subsidiary of Numico through loans, advances or capital
contributions. Numico has received commitment letters, dated May 31, 2000, to
borrow EUR 1,050,000,000 under a short term bridge facility (the "Bridge
Facility") and EUR 1,000,000,000 and US $1,450,000,000 under a long term credit
facility (the "Long Term Facility"), respectively, in order to, among other
things, finance the acquisition of the Shares in the Offer and pay all fees and
expenses in connection therewith.
The commitment letter for the Bridge Facility has been executed by
and among Numico and Salomon Brothers International Limited ("SBIL"),
Deutsche Bank AG ("Deutsche Bank") and ING Bank N.V. ("ING") as arrangers,
and Deutsche Bank, ING and Citibank, N.A. ("Citibank") as underwriters. The
commitment letter for the Long Term Facility has been executed by and among
Numico and SBIL, Deutsche Bank, ING, Fortis Bank N.V. ("Fortis") and Rabobank
International ("Rabobank") as arrangers, and Deutsche Bank, ING, Rabobank,
Citibank and AC Financial Services Dublin ("AC Financial") as underwriters.
Copies of both commitment letters, including the summaries of the terms and
conditions of the respective facilities, have been filed with the SEC as
exhibits to Schedule TO and are incorporated herein by reference and the
following summary is qualified in its entirety by reference to such
commitment letters.
Advances under the Bridge Facility will be made in Euros and will
bear interest at a rate per annum equal to EURIBOR plus 0.75%. The Bridge
Facility will terminate on or before July 31, 2000 and any outstanding
balance will be repaid with the proceeds of an offering of approximately EUR
1,150,000,000 of ordinary shares and subordinated convertible bonds of Numico
(of which approximately EUR 450,000,000 will be ordinary shares).
The Long Term Facility will be divided into three tranches. Tranche A
will consist of a committed EUR 1,000,000,000 364-day term loan with a one year
extension option. Tranche B will consist of a committed US $1,150,000,000
five-year amortizing term loan. Tranche C will consist of a committed
US $300,000,000 five-year amortizing term loan. Borrowing under Tranches B and C
can be made in U.S Dollars or its equivalent in Euro, or any other freely
available euro-currency, provided that only Euros and pounds sterling are
available under Tranche C. In addition to funding the acquisition of Shares in
the Offer, the Long Term Facility is to be used (i) to refinance existing
indebtedness of Numico, the Company and their respective subsidiaries and
(ii) for general corporate purposes. Advances under the Long Term Facility
will bear interest at a rate per annum equal to EURIBOR (or, if in currencies
other than Euro, LIBOR) plus the applicable margin, which until the later of
either three months from the execution of the definitive loan document or the
day the Equity Package has been completed shall be 0.75% per annum. Thereafter,
the applicable margin shall be 0.55% per annum. In addition, the applicable
margin will be subject to adjustment within a range of 0.40% to 0.50% per
annum depending on Numico's ratio of senior net debt to EBITDA. From June 9,
2000 until December 31, 2000, the arrangers and the underwriters reserve the
right to syndicate all or a portion of their commitment to one or more other
financial institutions.
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The commitments for both the Bridge Facility and the Long Term Facility
are subject to certain conditions, including (i) execution of definitive
financing documentation; (ii) the absence, in the opinion of the respective
arrangers and underwriters, of any material adverse change in (A) the business,
financial condition or prospects of Numico or Numico and its subsidiaries taken
as a whole since December 31, 1999 and (B) the loan syndication, financial or
capital market conditions generally that, in the opinion of the respective
arrangers and underwriters, would materially impair syndication of the facility;
(iii) the accuracy and completeness in all material respects of the factual
information which has been or will be provided to each of the respective
arrangers and underwriters and compliance with the Commitment Documents (as
defined in each commitment letter); and (iv) the payment of all fees and
expenses.
The commitments terminate on (a) the earlier of the execution of
definitive agreements and June 9, 2000, if the Offer is not extended and (b)
the earlier of the execution of definitive agreements and 21 business days
after June 3, 2000, if the Offer is extended. Final documentation for the
facilities is expected to include customary conditions, covenants and events
of default. Numico has agreed to pay the arrangers and underwriters certain
fees in connection with their respective commitment letter and facility which
Numico believes to be customary.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
Item 12 is hereby amended and supplemented by adding the following:
(b)(1) Arrangers' Commitment Letter dated May 31, 2000 relating to the
EUR 1,050,000,000 short term bridge facility.
(b)(2) Arrangers' Commitment Letter dated May 31, 2000 relating to the
EUR 1,000,000,000 and US $1,450,000,000 credit facility.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 1, 2000
KONINKLIJKE NUMICO N.V.
By: /s/ Johannes C.T. van der Wielen
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive Officer
NUTRICIA INVESTMENT CORP.
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, L.P.
By: Nutricia Florida, Inc., its general partner
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, INC.
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA INTERNATIONAL B.V.
By: /s/ Johannes C.T. van der Wielen
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(b)(1) Arrangers' Commitment Letter dated May 31, 2000 relating to the
EUR 1,050,000,000 short term bridge facility.
(b)(2) Arrangers' Commitment Letter dated May 31, 2000 relating to the
EUR 1,000,000,000 and US $1,450,000,000 credit facility.
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