<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER TO SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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
--------------------------
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUATION AMOUNT OF FILING FEE
Not applicable Not applicable
</TABLE>
/ / 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>
/X/ 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: / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
CONTACTS:
Royal Numico N.V.
Klaas A. de Jong, Director Corporate Affairs
+31 79 353 9221
Jacqueline van der Klift, Investor Relations
Manager
+31 79 353 9003
Edward Nebb, BSMG Worldwide
212-445-8213
FOR IMMEDIATE RELEASE
Rexall Sundown
Carol Walters (Media)
561-999-1960
Donna Conners (Investors)
561-241-9400
Karen Griffiths, FRB/BSMG
212-661-8030
</TABLE>
ROYAL NUMICO TO ACQUIRE REXALL SUNDOWN
FOR US$1.8 BILLION
GLOBAL NUTRITIONAL PRODUCTS LEADER EXPANDS
COMPETITIVE POSITION IN HIGH-GROWTH U.S. NUTRITION MARKET
COMBINED COMPANIES OFFER BROAD SCIENCE-BASED PRODUCT LINES;
STRONG PRESENCE IN SPECIALTY RETAILING, MASS MARKET AND
MULTILEVEL MARKETING CHANNELS
ZOETERMEER, THE NETHERLANDS AND BOCA RATON, FLORIDA--May 1, 2000--Royal
Numico N.V. (Amsterdam Stock Exchange: NUM), a leading global manufacturer and
marketer of specialized nutrition products, today announced a definitive merger
agreement to acquire Rexall Sundown, Inc. (Nasdaq: RXSD), a major U.S.
manufacturer and marketer of nutritional supplements and consumer health
products. Royal Numico said the acquisition would enhance its presence in the
U.S. dietary supplements market and further strengthen its position as the
global leader in specialized nutrition products.
Under the terms of the agreement, Royal Numico will make a US$24.00 per
share cash tender offer for all of Rexall Sundown's approximately 64 million
outstanding shares, valuing the transaction at approximately US$1.8 billion,
including the assumption of approximately US$114 million of Rexall Sundown's net
debt plus the value of Rexall Sundown's outstanding stock options.
The combined company expects to have annual pro forma revenues for calendar
year 2000 in excess of US$4.5 billion and more than 28,500 employees worldwide.
Royal Numico expects the acquisition, which is anticipated to be completed
during the second quarter of 2000, to be immediately accretive to earnings per
share.
J.C.T. van der Wielen, President and CEO of Royal Numico, said, "This merger
significantly expands our presence in the U.S. dietary supplements market and
strengthens our leadership position as a global nutrition company. Through
Rexall Sundown's well-known consumer brands and distribution strength in the
U.S. food, drug and mass market channels, we gain critical marketing expertise
and immediate access to the rapidly growing U.S. consumer market for nutritional
supplements. In turn, Royal Numico's leadership in nutrition research and
product development will allow Rexall Sundown to expand its offerings of branded
science-based products, further enhancing its strong position in the U.S.
consumer nutrition market."
<PAGE>
Mr. van der Wielen continued, "Rexall Sundown is a perfect complement to our
previous acquisition of General Nutrition Companies, Inc. (GNC), the leading
U.S. nutrition specialty retailer, as these businesses focus on separate,
non-overlapping segments of the U.S. consumer market. The addition of Rexall
Sundown gives us a strong position in all channels of this market and a platform
on which to build for future growth both in the U.S. and around the world. Also,
Rexall Showcase International, a multilevel marketing business, enhances our
position in the direct sales channel of the industry."
Damon DeSantis, President and CEO of Rexall Sundown, said, "We are very
pleased to be joining Royal Numico and are excited about the possibilities for
growth this new relationship brings Rexall Sundown. As a leader in the global
human nutrition industry, Royal Numico is highly respected for its focus on
research and its proven ability to develop and market global brands. Strong
science has become increasingly important in our product development, and
becoming part of Royal Numico will give us access to this expertise. We look
forward to leveraging this science through our multiple brands and distribution
channels."
The key management of Rexall Sundown, including Damon DeSantis, has entered
into agreements to remain with Rexall Sundown following the merger.
Royal Numico will commence the cash tender offer within seven business days.
The offer will remain open for 20 business days, unless extended pursuant to the
merger agreement. The offer is conditioned, among other things, upon a majority
of the issued and outstanding shares of Rexall Sundown, on a fully diluted
basis, being validly tendered and not withdrawn prior to the expiration of the
offer, other customary conditions and customary regulatory approvals. Following
successful completion of the tender offer, Royal Numico's acquisition subsidiary
will be merged into Rexall Sundown and any shares not purchased in the tender
offer will be converted into the right to receive the same US$24.00 per share in
cash. The merger agreement may be terminated by Rexall Sundown upon certain
conditions, including acceptance of an acquisition proposal which is superior to
the Royal Numico offer, and payment to Royal Numico of a customary termination
fee.
The Board of Directors of Rexall Sundown has unanimously approved the tender
offer and the merger and has recommended that Rexall Sundown shareholders tender
their shares in the offer. In addition, certain executive officers and
shareholders of Rexall Sundown, who in the aggregate hold more than 50% of
Rexall Sundown's issued and outstanding shares, have entered into a shareholder
agreement pursuant to which they have agreed to tender all of their shares into
the Royal Numico tender offer and have granted Royal Numico an option and proxy
on such shares. Certain aspects of such shareholder agreement will expire upon
the termination of the merger agreement.
The tender offer is not subject to a financing contingency. Royal Numico
intends to fund the tender offer through a short-term bridge facility. Schroder
Salomon Smith Barney acted as financial advisor, and Vedder Price Kaufman &
Kammholz and Richards Layton & Finger acted as legal counsel to Royal Numico.
Morgan Stanley Dean Witter acted as financial advisor, and Greenberg Traurig
acted as legal counsel to Rexall Sundown.
Royal Numico N.V. (www.numico.com), headquartered in Zoetermeer, the
Netherlands, is a world leader in specialized nutrition. A holding company for a
group of companies including GNC, Nutricia, Milupa and Cow & Gate, its products
include infant nutrition, medical nutrition and nutritional supplements. 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 Sundown (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.
This press release contains "forward-looking" statements as such term is
defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represents Rexall Sundown's interpretation or beliefs. These forward-looking
statements, by their nature, involve substantial risks and uncertainties,
certain of which may be
<PAGE>
beyond Rexall Sundown's control and actual results may differ materially
depending on a variety of important factors including uncertainties related to
acquisitions, government regulation, managing and maintaining growth, the effect
of adverse publicity, litigation, reliance on independent distributors of Rexall
Showcase International, competition and other factors described in Rexall
Sundown's filings with the Securities and Exchange Commission.
The tender offer described in this announcement for the outstanding shares
of Rexall Sundown has not yet commenced, and this announcement is neither an
offer to purchase nor a solicitation of an offer to sell securities. The tender
offer will be made only through the Offer to Purchase and the related Letter of
Transmittal. Shareholders of Rexall Sundown are strongly advised to read both
the tender offer statement and the solicitation/recommendation statement
regarding the tender offer and the merger, when they become available, because
they will contain important information. The tender offer statement will be
filed by Royal Numico with the Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement will be filed by Rexall Sundown with the
SEC when the tender offer commences. Shareholders may obtain a free copy of
these statements and other documents filed by Royal Numico and Rexall Sundown at
the SEC's web site at www.sec.gov. These statements also may be obtained for
free from the Information Agent, Innisfree M&A Incorporated (Rexall Sundown
shareholders please call 1-888-750-5834).
AN INVESTOR PRESENTATION ON THE TRANSACTION WILL BE POSTED ON THE WEBSITE:
WWW.NUMICO.COM AS OF MAY 1, 2000, 4:00 A.M. EASTERN DAYLIGHT TIME (SEE "INVESTOR
RELATIONS--ANALYST PRESENTATION").
IT WILL ALSO BE POSSIBLE TO LISTEN TO AN INVESTOR PRESENTATION THAT WILL BE
HELD ON MAY 1, 2000, AT 9:00 A.M. EASTERN DAYLIGHT TIME.
DIAL-IN NUMBER (TO THE NETHERLANDS): 011 31 20 4711567.
A REPLAY OF THIS PRESENTATION WILL BE AVAILABLE FOR ONE WEEK--
DIAL-IN NUMBER (TO THE NETHERLANDS): +011 31 70 3041070
CODE: 21216
RECORDING CODE: 20000501250
# # #
<PAGE>
[ANALYST PRESENTATION POSTED ON WWW.NUMICO.COM STATING THE FOLLOWING]
[SLIDE 1]
[NUMICO LOGO]
[REXALL SUNDOWN LOGO]
<PAGE>
[SLIDE 2]
PRESENTATION OUTLINE
NUMICO - 1ST QUARTER RESULTS
OUTLINE OF THE TRANSACTION
RATIONALE FOR THE TRANSACTION
FINANCIAL IMPACT OF THE TRANSACTION
2
<PAGE>
[SLIDE 3]
NUMICO - 1ST QUARTER 2000 RESULTS
<TABLE>
<CAPTION>
IN [EURO] MM, EXCEPT PER SHARE DATA 2000 1999 % CHANGE
<S> <C> <C> <C>
SALES 883 409 116
EBITDA 149 65 129
EBITA 124 55 127
EBIT 106 55 94
NET PROFIT BEFORE AMORTISATION 73 38 93
NET PROFIT 55 38 46
CEPS [EURO]0.51 [EURO]0.29 76
EPS [EURO]0.38 [EURO]0.29 31
MARGIN AS % OF SALES 58.8 63.3
EBITA AS % OF SALES 14.1 13.4
</TABLE>
3
<PAGE>
[SLIDE 4]
SALES RECONCILIATION Q1 2000 VS. Q1 1999
<TABLE>
<CAPTION>
NET SALES 1ST QUARTER 1999 [EURO]409 MM
<S> <C> <C> <C>
ACQUISITIONS 434 105.9%
GNC 393
ENRICH 18
MOCOCA, BRAZIL 19
NUTRICIA INDIA 3
WUXI AND QIHE, CHINA 1
RECLASSIFICATIONS 3 0.7%
CURRENCY INFLUENCES 14 3.4%
VOLUME AND PRICE EFFECTS 23 5.6%
NET SALES 1ST QUARTER 2000 [EURO]883 MM 115.6%
</TABLE>
4
<PAGE>
[SLIDE 5]
GNC - 1ST QUARTER 2000 RESULTS
<TABLE>
<CAPTION>
IN [EURO] MM Q1 Q1 2000 C/W
2000 1999 1999
<S> <C> <C> <C>
NET SALES 393 314 25%(1)
EBITDA 73 52 40%
EBITA 59 40 48%
EBITA AS % OF 15.0% 12.7%
NET SALES
</TABLE>
(1) Excluding divestments (Nature's Fresh) and like-for-like $/[EURO], sales
growth is 15%
5
<PAGE>
[SLIDE 6]
PRESENTATION OUTLINE
NUMICO - 1ST QUARTER RESULTS
OUTLINE OF THE TRANSACTION
RATIONALE FOR THE TRANSACTION
FINANCIAL IMPACT OF THE TRANSACTION
6
<PAGE>
[SLIDE 7]
TRANSACTION SUMMARY
- - NUMICO HAS AGREED TO ACQUIRE REXALL SUNDOWN, THE LEADING PROVIDER OF
BRANDED HEALTH AND WELLNESS PRODUCTS TO THE U.S. MASS MARKET CHANNEL
- $24 per share
- Total consideration: $1,815 MM including $114 MM of assumed debt
- 25% premium to closing price on 28 April 2000 (39% to 7-day
average)
- - REXALL SUNDOWN PROVIDES
- The leading VMS position in the U.S. mass market channel
- Significant operating synergies and cost savings
- Improved growth prospects
- - TRANSACTION IS EXPECTED TO BE ACCRETIVE TO EPS IN 2000
- - TRANSACTION WILL BE FUNDED BY BANK DEBT, SUBORDINATED CONVERTIBLE DEBT
AND AN EQUITY OFFERING
7
<PAGE>
[SLIDE 8]
TRANSACTION TIMETABLE
- - MAY 1 ANNOUNCEMENT
- - EARLY MAY LAUNCH TENDER OFFER
- - EARLY JUNE CLOSE TENDER OFFER
- - JUNE EQUITY AND CONVERTIBLE OFFERINGS
- - EARLY JULY CLOSE TRANSACTION
8
<PAGE>
[SLIDE 9]
PRESENTATION OUTLINE
NUMICO - 1ST QUARTER RESULTS
OUTLINE OF THE TRANSACTION
RATIONALE FOR THE TRANSACTION
- STRATEGIC RATIONALE
- SUPPLEMENTS MARKET OVERVIEW
- OVERVIEW OF REXALL SUNDOWN
FINANCIAL IMPACT OF THE TRANSACTION
9
<PAGE>
[SLIDE 10]
NUMICO STRATEGY
PREVENTIVE AND THERAPEUTIC NUTRITION
|
\ /
-------------------------------
| |
-------------------------------
/ \ / \
| |
FOOD PHARMA
SCIENTIFIC PROOF FOR PRODUCTS
- BASED ON BIO-ACTIVE COMPONENTS
- PREVENTING DISORDERS
- RESULTING IN A LONGER / HEALTHIER LIFE
10
<PAGE>
[SLIDE 11]
NUMICO INTERNET STRATEGY
- - NUMICO HAS RECOGNISED THE OPPORTUNITIES MADE AVAILABLE BY THE INTERNET
- - CURRENT INTERNET PRESENCE THROUGH drugstore.com, ENRICH AND OTHER
ACTIVITIES WHICH COVER THE U.S., EUROPEAN AND JAPANESE MARKETS
- Distribution infrastructure is already in place
- - NUMICO ALSO HAS INTERNET INITIATIVES UNDERWAY FOR ITS INFANT AND
HEALTHCARE NUTRITION BUSINESSES THROUGH TWO PLATFORMS
- Information to medical professionals
- Information to consumers
11
<PAGE>
[SLIDE 12]
SALES BY PRODUCT GROUP - 2000
<TABLE>
<CAPTION>
NUMICO SALES BY PRODUCT PROFORMA SALES BY PRODUCT
[PIE CHART REPRESENTING THE [PIE CHART REPRESENTING THE
FOLLOWING INFORMATION] FOLLOWING INFORMATION]
<S> <C> <C> <C>
NUTRITIONAL SUPPLEMENTS 51% NUTRITIONAL SUPPLEMENTS 60%
INFANT NUTRITION 24% INFANT NUTRITION 20%
ENTERAL AND CLINICAL NUTRITION 11% - -> ENTERAL AND CLINICAL NUTRITION 9%
DAIRY & DRINKS, OTHERS 14% DAIRY & DRINKS, OTHERS 11%
TOTAL SALES = [EURO] 3.7 BILLION (1) TOTAL SALES = [EURO] 4.5 BILLION (2)
</TABLE>
(1) Proforma to include a full year of Enrich
(2) Numico sales proforma for Enrich and Rexall Sundown sales proforma for
MET-Rx and Worldwide
12
<PAGE>
[SLIDE 13]
U.S. SUPPLEMENTS MARKET
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
% of VMS Market 10% 35% 1% 33% 19%
Margin Potential High High Moderate Moderate Low
Sales Potential Low High Low Very High Very High
</TABLE>
MARKET STATISTICS
- --------------------------------------------------------------------------------
- - $10.3 billion in 1999 (total VMS sales) projected to grow to $16.6
billion by 2003 - 12.7% CAGR
- - 48% of all U.S. adults take dietary supplements - up from 38% in 1995
- - Doctors are the #1 source of consumer information
13
<PAGE>
[SLIDE 14]
WORLD LEADER IN NUTRITION RESEARCH
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
- - Four research facilities worldwide employing approx. 300 people (over
half with Ph.D. degree) - world leader in human nutrition research with
clinical trials under way in Europe, the United States and Australia
- - Focusing research on areas where science intersects with consumer needs -
pain management, muscle building, heart health, bone health, etc.
- - Steady flow of new products based on proprietary research - 28 within the
first year
14
<PAGE>
[SLIDE 15]
LEADING MANUFACTURING CAPABILITIES
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
- - World's leading manufacturer of dietary supplements - 6 facilities with
over one million square feet of production space
- - Ability to produce tablets, two-piece capsules, soft gelatin capsules and
powders plus packaging in all formats
- - Manufacturing standards are significantly above government requirements -
absolute quality
15
<PAGE>
[SLIDE 16]
STRONG DIRECT SELLING PLATFORM
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
% of VMS Market 10% 35% 1% 33% 19%
Margin Potential High High Moderate Moderate Low
Sales Potential Low High Low Very High Very High
NUMICO / RXSD SHARE 15%
</TABLE>
- - Over 200,000 active distributors in 14 countries
- - One-to-one selling format perfect for technically advanced products with
specific benefits
- - Excellent vehicle to enter international markets
- - Multi-level marketing business capitalising on internet opportunities
16
<PAGE>
[SLIDE 17]
LEADING POSITION IN SPECIALTY CHANNEL
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
% of VMS Market 10% 35% 1% 33% 19%
Margin Potential High High Moderate Moderate Low
Sales Potential Low High Low Very High Very High
NUMICO / RXSD SHARE 15% 42%
</TABLE>
- - The GNC brand is the most recognized brand of dietary supplements in the
U.S. - sold through a network of 5,000 stores
- - Average store growth of approximately 500 units per year - 7,000 stores
by 2003
- - Same store sales growing significantly versus last year - 10% first
quarter 2000
- - Opportunity to leverage strong brands distributed via GNC retail network
and other specialty channels (MET-Rx, Worldwide Sports and Efamol)
17
<PAGE>
[SLIDE 18]
PROFITABLE IN E-COMMERCE CHANNEL
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
% of VMS Market 10% 35% 1% 33% 19%
Margin Potential High High Moderate Moderate Low
Sales Potential Low High Low Very High Very High
NUMICO / RXSD SHARE 15% 42% 10%
</TABLE>
- - Six percent equity stake in drugstore.com - exclusive internet site for
GNC brand
- - GNC is profitably distributing via the internet
18
<PAGE>
[SLIDE 19]
LEADING MASS MARKET POSITION
<TABLE>
<CAPTION>
- ----------- --------- ----------- --------- ---------- ----------- -------------
PROPRIETARY MANU- MULTI-LEVEL SPECIALTY MASS MARKET MASS
RESEARCH --> FACTURING --> MARKETING --> RETAIL --> E-COMMERCE --> BRANDS --> PRIVATE LABEL
- ----------- --------- ----------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
% of VMS Market 10% 35% 1% 33% 19%
Margin Potential High High Moderate Moderate Low
Sales Potential Low High Low Very High Very High
NUMICO / RXSD SHARE 15% 42% 10% 13%
</TABLE>
- - #1 position in the food, drug and mass channels
- - "Category manager" for the largest retailer in the U.S.
- - Unique price positioning - between private label and other brands
19
<PAGE>
[SLIDE 20]
REXALL SUNDOWN OVERVIEW
- - LEADING MARKET SHARE IN THE MASS MARKET CHANNEL - 12.8%
- - PORTFOLIO OF LEADING BRANDS AND PRODUCTS
- #1 or #2 selling brands in categories in which Rexall competes
- - STRATEGICALLY POSITIONED IN DIVERSIFIED CHANNELS OF DISTRIBUTION
- - KEY STRATEGIC RETAIL RELATIONSHIPS IN MASS MARKET CHANNEL
- Products sold through more than 80,000 doors
- - FOCUS ON NEW AND INNOVATIVE, SCIENCE BASED PRODUCTS
- - LOW COST PRODUCER OF HIGH QUALITY PRODUCTS
- - STRONG FINANCIAL PERFORMANCE
20
<PAGE>
[SLIDE 21]
COMMITTED MANAGEMENT TEAM
- - TOP MANAGEMENT WILL BE RETAINED AND IS FULLY COMMITTED TO THE TRANSACTION
REXALL SUNDOWN MANAGEMENT
<TABLE>
<CAPTION>
---------------------------------------------------
<S> <C>
DAMON DESANTIS PRESIDENT & CEO
RICK WERBER GENERAL COUNSEL
GEARY COTTON CHIEF FINANCIAL OFFICER
RICH GOUDIS CHIEF OPERATING OFFICER
NICK PALIN SR. EVP
STEVE FRABITORE PRESIDENT, RETAIL BUSINESS
DAVE SCHOFIELD PRESIDENT, CONSUMER DIRECT
GERRY HOLLY SR. EVP
</TABLE>
21
<PAGE>
[SLIDE 22]
LEADING MARKET SHARE - REXALL SUNDOWN
BRANDED MARKET LEADER IN VMS INDUSTRY - FOOD, DRUG & MASS
[GRAPHIC REPRESENTING DOLLAR SHARE VS YOY GROWTH]
<TABLE>
<CAPTION>
SHARE GROWTH
<S> <C> <C>
RXSD 12.8% 14.5%
AHP 10.3% 21.9%
PHARMAVITE 8.8% 2.8%
BAYER 4.8% 19.8%
NATURE'S BOUNTY 2.4% (4.1)%
LEINER 2.1% (17.2)%
PHARMATON 2.1% (24.7)%
SMITHKLINE 2.0% 4.9%
SCHIFF/WEIDER 1.9% 24.7%
MISSION INC. 1.5% 21.3%
NATROL INC. 1.4% 10.2%
</TABLE>
22
<PAGE>
[SLIDE 23]
LEADING BRANDS AND PRODUCTS
RECOGNIZED INNOVATOR WITH STRONG BRAND PORTFOLIO
<TABLE>
<CAPTION>
Date Products Market/Channel
<S> <C> <C> <C>
[SUNDOWN] 1976 - 241 HIGH-QUALITY VITAMINS, MINERALS, - MASS MERCHANDISERS, CLUBS, DRUG
HERBALS AND NUTRITIONAL SUPPLEMENTS STORES AND SUPERMARKETS
INCLUDING OSTEO-BI-FLEX
[REXALL] 1985 - OVER 127 VITAMINS AND NUTRITIONAL - DOLLAR STORES, AS WELL AS FOOD AND
SUPPLEMENTS DRUG WHOLESALERS
[REXALL 1990 - INNOVATIVE HEALTH AND WELLNESS - DIRECT TO CONSUMER VIA NETWORK OF
SHOWCASE PRODUCTS, INCLUDING NUTRITIONAL INDEPENDENT DISTRIBUTORS
INTERNATIONAL FORMULATIONS AND NATURAL HEALTH
[LOGO] REMEDIES
[MET 1998 - 70 DIET AND WEIGHT MANAGEMENT - FD&M, HEALTH FOOD STORES, CLUBS
ENGINEERED PRODUCTS, INCLUDING NATIONAL BRANDS AND TV SHOPPING CHANNELS
NUTRITION LOGO] METAB-O-LITE AND ULTRA CHROMASLIM
[WORLDWIDE 2000 - METAMYOSYN BASED PROTEIN DRINK - HEALTH FOOD STORES, FD&M AND
SPORT NUTRITION MIXES, FOOD BARS, SUPPLEMENTS AND CLUBS
LOGO] NEW AGE BEVERAGES
2000 - PURE PROTEIN BARS, PROTEIN COOKIES - HEALTH FOOD STORES, GYMS, FD&M
AND BEVERAGES, ENERGY AND
ENDURANCE SUPPLEMENTS AND NEW
AGE BEVERAGES
</TABLE>
23
<PAGE>
[SLIDE 24]
STRONG POSITIONS IN KEY CATEGORIES
JOINT & BONE CARE
KEY BRANDS
OSTEO-BI-FLEX
ARTHRI-SOLUTION
- - #1 JOINT CARE BRAND
- - #2 BRAND OVERALL
- - EFFECTIVE, SCIENCE-BASED PRODUCT LINE]
[PIE CHART REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<S> <C>
OSTEO-BI-FLEX 36.4%
SCHIFF 13.0%
ARTHX 10.3%
PRIVATE LABEL 12.7% \ (8% BY RXSD)
ALL OTHER 27.6%
</TABLE>
DIET & WEIGHT MANAGEMENT
KEY BRANDS
METAB-O-LITE CHROMASLIM
DENISE AUSTIN
- - METAB-O-LITE IS #1-SELLING DIET ITEM
- - BROAD RANGE OF SAFE, EFFICACIOUS AND CONVENIENT PRODUCTS
[PIE CHART REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<S> <C>
PRIVATE LABEL 9%
DEXITRIM 16%
ACUTRIM 3%
CHROMA SLIM & OTHER REXALL BRANDS 9%
METAB-O-LITE 26%
ALL OTHER 38%
</TABLE>
ACTIVE NUTRITION
KEY BRANDS
MET-RX
WORLDWIDE SPORTS
- - MET-RX IS A TOP-SELLING NUTRITION BRAND
- - WORLDWIDE IS TOP-SELLING PURE PROTEIN BAR
- - WELL-RECOGNIZED IN FD&M & SPECIALTY MARKETS AS CONSUMER CHOICE FOR
EFFICACY, INNOVATION AND QUALITY
[PIE CHART REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<S> <C>
MET-RX 15%
BALANCE BAR 23%
POWER BAR 30%
TWINLAB 7%
ALL OTHER 16%
</TABLE>
Source for all three charts: IRI Infoscan, Total FD&M 52 weeks ending 26 March
2000
24
<PAGE>
[SLIDE 25]
REXALL SHOWCASE INTERNATIONAL
INDEPENDENT DISTRIBUTOR NETWORK
- - OVER 120,000 ACTIVE DISTRIBUTORS GLOBALLY
- - PRESENCE IN US, JAPAN, KOREA, TAIWAN, HONG KONG AND MEXICO
- COUNTRIES REPRESENT 70% OF $80BN GLOBAL MARKET
- ENTERED JAPAN IN 1999 ($30BN MARKET)
- EXPANSION INTO CANADA IN FALL 2000
- - MATURE AND STABLE DISTRIBUTOR BASE
- 75% UNIVERSITY GRADUATES
- 33% MEDICAL PROFESSIONALS
- AVERAGE AGE - 48 YEARS
- - UNPARALLELED DISTRIBUTOR SERVICES AND SUPPORT
- INTERNET
- GLOBAL COMPUTER SYSTEM
- - INNOVATIVE HEALTH AND WELLNESS PRODUCTS
- #1 PATENTED CHOLESTEROL-REDUCING PRODUCT (BIOS LIFE)
- - STRATEGIC INITIATIVES INCLUDE rexall.com AND THE INTRODUCTION OF NEW
SCIENCE-BASED PRODUCTS
[BAR GRAPH REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
<S> <C> <C> <C> <C> <C>
ACTIVE DISTRIBUTOR FORCE 55,000 75,000 100,000 115,000 120,000
</TABLE>
25
<PAGE>
[SLIDE 26]
REXALL SUNDOWN - SALES GROWTH
REVENUE UP 22% FOR FIRST HALF OF FISCAL 2000 (15% EXCLUDING IMPACT FROM
ACQUISITIONS)
[BAR GRAPH REPRESENTING THE FOLLOWING INFORMATION]
FISCAL YEARS ENDED 31 AUGUST
<TABLE>
<S> <C>
CAGR 37%
($MM)
1995 166.2
1996 211.2
1997 286.9
1998 522.3
1999 584.7
</TABLE>
[CHART]
SIX MONTHS ENDED 29 FEBRUARY
<TABLE>
<S> <C>
Increase 22%
($MM)
1999 261.1
2000 318.4
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
% Growth 27% 36% 82% 12%
</TABLE>
26
<PAGE>
[SLIDE 27]
REXALL SUNDOWN - OPERATING PROFIT
OPERATING PROFIT INCREASED 10% FOR THE FIRST SIX MONTHS OF FISCAL 2000
[BAR GRAPH REPRESENTING THE FOLLOWING INFORMATION]
FISCAL YEARS ENDED 31 AUGUST
<TABLE>
<S> <C>
CAGR 48%
($MM)
1995 19.7
1996 36.0
1997 54.0
1998 105.9
1999 93.3
</TABLE>
[CHART]
SIX MONTHS ENDED 29 FEBRUARY
<TABLE>
<S> <C>
Increase 10%
($MM)
1999 42.5
2000 46.9
</TABLE>
<TABLE>
<S> <C> <C> <C>
% Growth 83% 50% 96% (12%)
</TABLE>
27
<PAGE>
[SLIDE 28]
UNIQUE VALUE PRICING STRATEGY
[GRAPH REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<CAPTION>
AVERAGE
AVG. RETAIL RETAIL PRICE
PRICE 12/97 12/99
----------- ------------
<S> <C> <C>
Sundown $ 5.51 $ 6.22
Your Life 7.66 7.16
Nature Made 7.04 7.68
Nature's Bounty 7.07 7.42
Private Label 4.82 5.37
</TABLE>
Source: IRI Infoscan. Total FDM Y/E 26/12/99 (excludes Osteo
Bi-Flex-Registered Trademark- and Cellasene-TM- for Sundown and joint care
for Private Label)
28
<PAGE>
[SLIDE 29]
VMS MARKET GROWTH
PROJECTED US VMS MARKET BREAKDOWN
CAGR: 14.2%
[BAR GRAPH REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<CAPTION>
1996 1997 1998 1999P 2000P 2001P 2002P 2003P
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Supplements and minerals 3 4 5 6 7 8 9 10
Vitamins 3.5 3.8 3.9 4.3 4.6 5.2 5.7 6.6
</TABLE>
Source: Packaged Facts, 1998
CHANNEL GROWTH RATES
TWO YEAR GROWTH
[BAR GRAPH REPRESENTING THE FOLLOWING INFORMATION]
<TABLE>
<S> <C>
Health Food 37%
Mail Order -4%
Direct Sales 7%
Drug Stores 31%
Food Stores 40%
Mass Merch. 92%
</TABLE>
Source: Packaged Facts, 1998
29
<PAGE>
[SLIDE 30]
PRESENTATION OUTLINE
NUMICO - 1ST QUARTER RESULTS
OUTLINE OF THE TRANSACTION
RATIONALE FOR THE TRANSACTION
FINANCIAL IMPACT OF THE TRANSACTION
30
<PAGE>
[SLIDE 31]
TRANSACTION SUMMARY
<TABLE>
<CAPTION>
CONSIDERATION
<S> <C>
Purchase price (at $24.00) $1,535 MM
Options(1) 91 MM
Net debt assumed(2) 114 MM
Transaction costs 75 MM
------------
Total transaction value $1,815 MM
============
</TABLE>
MARKET PREMIUMS(3)
<TABLE>
<S> <C>
1 day 25%
1 week 39%
1 month 47%
</TABLE>
(1) Consideration for options is net of tax benefits
(2) Net debt position as of 26 April 2000
(3) Premium based on average prices; 1 day price based on RXSD price on 28 April
2000 of US$19.25
31
<PAGE>
[SLIDE 32]
FINANCING THE ACQUISITION
PROPOSED FINANCING STRUCTURE
([EURO] or $ MM)
<TABLE>
<S> <C>
EQUITY [EURO]450
CONVERTIBLE [EURO]600
RXSD DEBT $ 114
ACQUISITION DEBT $ 725
TOTAL $ 1,185
</TABLE>
32
<PAGE>
[SLIDE 33]
FINANCIAL IMPACT ON NUMICO
ACCOUNTING
- - CAPITALISATION OF SELECT REXALL BRANDS, NO AMORTISATION
- - CAPITALISATION OF GOODWILL (AMORTISATION 20 YEARS)
FINANCING AND TAX
- - ADDITIONAL INTEREST EXPENSE OF APPROX. [EURO]95 MM P.A.
- - TAX RATE REMAINS AROUND 25%-26% ON EBTA
SYNERGIES
- - REALISATION OF SCALE ECONOMIES AND PURCHASING POWER
- - INCREMENTAL SALES FROM OPERATIONAL LEVERAGE
33
<PAGE>
[SLIDE 34]
ACCOUNTING POLICY
<TABLE>
<CAPTION>
INTANGIBLES
<S> <C> <C>
Purchase price $ 1,700 MM BRAND CAPITALISATION
|
Less net asset value $ 250 MM |-- > $ 700 MM
------------- |
|
Intangibles $ 1,450 MM --------
| GOODWILL (20 YEARS)
|
|
| Value approx. $ 750 MM
|-- >
Amortisation $ 38 MM p.a.
</TABLE>
34
<PAGE>
[SLIDE 35]
SIGNIFICANT OPERATING SYNERGIES
<TABLE>
2001
<S> <C>
COST SYNERGIES
Purchasing $ 15.0 MM
Manufacturing $ 7.5 MM
Administration $ 2.5 MM
---------
Total cost synergies $ 25.0 MM
SALES SYNERGIES
EBIT on incremental sales $ 10.0 MM
INCREMENTAL EBIT $ 35.0 MM
</TABLE>
35
<PAGE>
[SLIDE 36]
TENDER OFFER OUTSTANDING SHARES REXALL SUNDOWN
The tender offer described in this presentation for the outstanding shares of
Rexall Sundown, Inc. has not yet commenced, and this is neither an offer to
purchase nor a solicitation of an offer to sell securities. The tender offer
will be made only through the Offer to Purchase and the related Letter of
Transmittal. Shareholders of Rexall Sundown, Inc. are strongly advised to
read both the tender offer statement and the solicitation/recommendation
statement regarding the tender offer and the merger, when they become
available, because they will contain important information. The tender offer
statement will be filed by Royal Numico with the Securities and Exchange
Commission (SEC), and the solicitation/recommendation statement will be filed
by Rexall Sundown with the SEC when the tender offer commences. Shareholders
may obtain a free copy of these statements and other documents filed by Royal
Numico and Rexall Sundown at the SEC's web site at www.sec.gov. These
statements also may be obtained for free from the Information Agent,
Innisfree M&A Incorporated (Rexall Sundown shareholders please call
1-888-750-5834).
36
