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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
REXALL SUNDOWN, INC.
(Name of Subject Company)
REXALL SUNDOWN, INC.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
761648104
(CUSIP Number of Class of Securities)
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RICHARD WERBER
VICE PRESIDENT AND GENERAL COUNSEL
REXALL SUNDOWN, INC.
6111 BROKEN SOUND PARKWAY, NW
BOCA RATON, FLORIDA 33487
(561) 241-9400
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement).
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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On May 1, 2000, the Company and Royal Numico, N.V. issued a joint press
release containing the following text:
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
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
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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."
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
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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 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
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SIGNATURE
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: May 1, 2000
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REXALL SUNDOWN, INC.
By: /s/ RICHARD WERBER
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Richard Werber
VICE PRESIDENT
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