Acquisition of Adams Respiratory Therapeutics by Reckitt Benckiser
10 Diciembre 2007 - 6:07AM
PR Newswire (US)
CHESTER, N.J. and SLOUGH, London, Dec. 10 /PRNewswire-FirstCall/ --
Reckitt Benckiser Group plc (RB.L) ("Reckitt Benckiser") and Adams
Respiratory Therapeutics (NASDAQ:ARxT) ("Adams") today announce
that they have entered into a definitive agreement under which
Reckitt Benckiser will tender for the acquisition of Adams for $60
per share in cash, representing a total consideration for Adams'
fully diluted share capital of approximately $2.3bn (1.1bn pounds
Sterling). This transaction will be financed by Reckitt Benckiser
by cash on hand and existing credit facilities. Adams is a NASDAQ
listed specialty pharmaceutical company, headquartered in Chester
New Jersey, USA. Adams is exclusively focused on the development,
commercialisation and marketing of pharmaceuticals for the
treatment of respiratory disorders. Adams is currently active in
the United States only and markets two brands; Mucinex(R), market
leader in adult expectorants and Delsym(R), a leading cough
suppressant. Mucinex represents most of Adams' sales. Adams' net
sales have grown from $14m in the fiscal year ending June 2003 to
$332m for the fiscal year ending June 2007. A key driver of the
company's growth has been the approval by the FDA in 2002 of the
Mucinex patent protected extended-release guaifenesin product for
chest congestion relief. Income before income taxes for the year
ending June 2007 was $48m. Commenting on the acquisition today,
Bart Becht, Chief Executive Officer of Reckitt Benckiser said: "The
acquisition of Adams Respiratory Therapeutics is another step
forward in Reckitt Benckiser's growth strategy in consumer
healthcare. Adams will add to our portfolio a new, rapidly growing
Powerbrand in Mucinex, a market and innovation leader in cough and
congestion relief in the USA. Equally important, it will provide
Reckitt Benckiser an entry into health care in the USA, the world's
largest OTC market. "We believe Adams' business has extremely good
growth potential. Continued focus and investment in the Mucinex
brand's patent protected extended-release chest congestion relief
products in the USA, the potential for international expansion of
Mucinex from 2010 onwards and the launch of new products all
underpin this potential for strong future growth. "We also expect
to realize substantial cost synergies as a result of integration of
Adams into Reckitt Benckiser. Including these synergies, the
operating margins on the Adams business are expected to be similar
to Reckitt Benckiser's existing consumer healthcare business. The
deal is expected to be immediately earnings enhancing excluding a
$60m one-off restructuring charge." "The growth potential of the
business, the importance of gaining an entry in the USA healthcare
market, and the synergies available make Adams a very attractive
addition to our portfolio. We have already shown with the
acquisition of Boots Healthcare International that we can generate
shareholder value in consumer healthcare. We believe Adams
represents another attractive opportunity for our shareholders."
"This agreement reflects the ongoing strength of our business and
our reputation as a leader in the U.S. OTC cough/cold market," said
Adams' President and Chief Executive Officer, Michael J. Valentino.
"Adams' market- leading brands and dedicated employees have been
the driving force behind our success. This is an exciting time for
our company as we begin the next phase in our extraordinary
history, and a great opportunity for us to take our leading brands
global." There will be a conference call for investors to discuss
this announcement at 1430hrs UK time / 0930hrs EST today. Dial-in
details are 0203 023 4465 for UK participants and +44 203 023 4465
for international participants. Full details will be posted on the
Company's website at http://www.reckittbenckiser.com/. A replay
facility will be available at +44 (0) 208 196 1998. Details on
Adams Respiratory Therapeutics, Inc. Adams is a specialty
pharmaceutical company focused on the late-stage development,
commercialisation and marketing of OTC and prescription
pharmaceuticals for the treatment of respiratory disorders. In the
fiscal year ending June 2007, Adams had net sales of $332m, income
before income taxes of $48m (as reported), and gross assets of
$318m under US GAAP. Adams financials will be restated onto Reckitt
Benckiser policies on completion. Adams product portfolio includes:
* Mucinex, the No.1 OTC expectorant in the USA, is a long-acting
guaifenesin product and the only FDA approved 12-hour expectorant.
Mucinex is also available in other dosage forms, including; Mucinex
DM which combines the long-acting expectorant properties of
guaifenesin with the cough suppressant dextromethorphan; Mucinex D
which adds the decongestant pseudoephedrine to the expectorant
properties of long- acting guaifenesin; and Maximum Strength
Mucinex, maximum strength 1200 mg long-acting, guaifenesin-based
OTC products. All of the adult oral- solid Mucinex products utilize
a patent protected delivery system for the basic ingredient,
guaifenesin, which provides both immediate and long-lasting
release. * Mucinex is also available in newly launched Mucinex Full
Force Nasal Spray and Mucinex Moisture Smart Nasal Spray. Both of
these formulations contain a topical nasal decongestant. * Mucinex
for Children has been launched in four formats, two liquid products
and two Mini-Melts(TM) with a proprietary licensed delivery format.
Adams has recently launched Mucinex Cough Mini-Melts. * Delsym is
the only FDA approved 12 hour liquid cough suppressant available
without a prescription in the USA, and is based on patented
technology to provide the longest lasting OTC cough relief in a
single dose on the market. Delsym is currently sold in two adult
and two children's lines. Adams has a manufacturing facility in
Fort Worth, Texas for the production of adult Mucinex. Delsym is
produced for Adams under a manufacturing supply agreement. Adams
has grown rapidly in recent years, with compound growth of net
sales over the period Fiscal Year 2005- 2007 of 44%, and continuing
growth to date in Q1 of the fiscal year to June 2008 of 22%. The
company has approximately 500 employees. More detail on Adams is
available at http://www.adamsrt.com/ where the Company's 10k and
other regulatory filings are available. To learn more about
Mucinex(R), visit http://www.mucinex.com/. To learn more about
Delsym(R), visit http://www.delsym.com/. Restructuring Charge There
will be a one-off charge of $60m for the cost of integrating and
restructuring Adams and further restructuring of the enlarged
company. Timetable & Integration The transaction has been
unanimously approved by the respective Boards of Directors of both
Adams and Reckitt Benckiser. Reckitt Benckiser intends to launch
the tender offer for Adams' shares within the next twenty business
days and this tender offer is anticipated to end in January or
early February 2008. The acquisition remains subject to anti-trust
approvals in North America. No material anti-trust issues are
expected, and other conditions to closing are customary. The Board
of Directors of Reckitt Benckiser has been advised by Merrill Lynch
and Arnold & Porter LLP served as legal counsel to Reckitt
Benckiser. Morgan Stanley served as financial advisor to Adams and
Alston & Bird LLP served as legal counsel to Adams. Important
Information Notice to Investors: This announcement is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of Adams
Respiratory Therapeutics, Inc. common stock has not commenced. At
the time the offer is commenced, an indirect, wholly owned
subsidiary of Reckitt Benckiser Group plc will file a tender offer
statement on Schedule TO with the Securities and Exchange
Commission and Adams will file a solicitation/ recommendation
statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the solicitation/
recommendation statement will contain important information that
should be read carefully before any decision is made with respect
to the tender offer. Those materials will be made available to
Adams' security holders at no expense to them. In addition, all of
those materials (and all other offer documents filed with the SEC)
will be available at no charge on the SEC's Web site:
http://www.sec.gov/. Forward-looking Statements: This press release
contains certain "forward- looking" statements, including the
expected timetable for completing the proposed transaction between
Reckitt Benckiser and Adams, the benefits of the transaction,
future earnings and growth, and the receipt of anti-trust
approvals. Such forward-looking statements can be identified by the
words "intend," "expect," and similar expressions and are subject
to risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements.
Factors that could cause actual results to differ materially
include, among others, the satisfaction of conditions to the
closing of the proposed transaction; general economic, business and
market conditions; and other risk factors set forth under Item 1A.
Risk Factors in Adams' Annual Report on Form 10-K for the fiscal
year ended June 30, 2007 and under Item 1A. Risk Factors in Adams'
Quarterly Report on Form 10-Q for the quarter ended September 30,
2007. Except to the extent required by applicable securities laws,
we are not under any obligation to (and expressly disclaim any such
obligation to) update any forward-looking statements, whether as a
result of new information, future events, or otherwise. All
statements contained in this press release are made only as of the
date of this release. Notes for Editors Reckitt Benckiser is a
world leader in household cleaning, health and personal care. The
Company is truly global, with over 60 operating companies and some
43 manufacturing facilities worldwide and has sales in 180
countries. The Company employs 22,000 people around the world.
Amongst the Company's leading brands in household are Lysol, the
world leader in disinfecting cleaning, Calgonit & Finish &
Electrasol, the world leaders in automatic dishwashing, Woolite,
world leader in fine fabrics, Vanish & Spray'nWash, world
leaders in fabric treatment, Airwick and Mortein, both No.2 brands
in air care and pest control respectively. In Health & Personal
Care (25% of net revenues), leading brand positions include Veet,
the world number one depilatory and Dettol the world's leading
antiseptic, Nurofen, the leading European analgesic, Strepsils,
world number one in medicated sore throat, Gaviscon the No.1 gastro
intestinal remedy in UK and Lemsip the UK no.1. in cold/flu
remedies. Reckitt Benckiser is headquartered in Slough just outside
London, UK and is listed on the London stock exchange. With a
market capitalization of c. 20bn pounds it ranks among the top 25
UK listed companies. Reckitt Benckiser had net revenues of 4.92bn
pounds, operating profit of 910m pounds, and net income of 674m
pounds in 2006. About Adams Respiratory Therapeutics, Inc. Adams is
a specialty pharmaceutical company focused on the late-stage
development, commercialization and marketing of over-the-counter
and prescription pharmaceuticals for the treatment of respiratory
disorders. DATASOURCE: Adams Respiratory Therapeutics, Inc.
CONTACT: Reckitt Benckiser, +44-(0)-1753-217-800, or Tom Corran,
SVP Investor Relations & Corporate Communications, or Mark
Wilson, Corporate Controller and Investor Relations Manager
(investor queries), or Fiona Fong, Head of Corporate Communications
(press queries), PR Agency, Susan Gilchrist, Brunswick,
+44-(0)-207-404-5959, or Cindy Leggett Flynn, Brunswick New York,
+1-212-333-3810; Adams Respiratory Therapeutics, Janet M. Barth,
SVP Investor Relations & Corporate Communications,
+1-908-879-2428, or Faith Pomeroy-Ward, Sr. Manager Investor
Relations & Corporate Communications, +1-908-879-1418 Web site:
http://www.adamsrt.com/
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