MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) Files An 8-K Other Events
Item 8.01. Other Events.
In connection with the proposed merger (the Merger) to the
Agreement and Plan of Merger by and among Reckitt Benckiser Group
plc, a company incorporated in England and Wales, Marigold Merger
Sub,Inc., a Delaware corporation, and Mead Johnson Nutrition
Company, a Delaware corporation, (the Company), which was
previously announced on February10, 2017, the Company issued two
written communications required to be filed under Rule14a-12 of
the Securities Exchange Act of 1934, as amended, copies of which
are attached hereto as Exhibit99.1 and Exhibit99.2.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
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Description |
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99.1 |
Exhibit99.1 |
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99.2 |
Exhibit99.2 |
Cautionary Statement Regarding Forward-Looking
Statements
This report contains certain statements with respect to a
transaction involving 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
report. 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 Johnsons common stock and on Mead Johnsons
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 Johnsons 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 companys reputation of
real or perceived quality issues; (11) the effect of regulatory
restrictions related to the companys 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 companys
ability to advertise its products, maintain product margins, or
negatively impact the companys 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 report are
based upon information available to Mead Johnson as of the date
of the report, 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 report 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 Johnsons investors and security holders will be able to
obtain a free copy of these documents filed with the SEC at the
SECs 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
Johnsons Website at www.meadjohnson.com or by contacting Mead
Johnson:
Investors:
Kathy MacDonald, 847-832-2182
kathy.macdonald@mjn.com
or
Media:
Christopher Perille, 847-832-2178
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 Johnsons 2016 Annual Meeting of Stockholders, which was
filed with the SEC on April4, 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.
About MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN)
Mead Johnson Nutrition Company (Mead Johnson) is a pediatric nutrition company. The Company manufactures, distributes and sells infant formulas, children’s nutrition and other nutritional products. The Company operates through three segments: Asia, North America/Europe and Latin America. Its product portfolio includes routine and specialty infant formulas, children’s milks and milk modifiers, dietary supplements for pregnant and breastfeeding mothers, pediatric vitamins, and products for pediatric metabolic disorders. The Company’s Enfa family of brands, including Enfamil infant formula, is a brand franchise in pediatric nutrition. Its product portfolio addresses a range of nutritional needs for infants, children, and expectant and nursing mothers. The Company markets its portfolio of approximately 70 products to mothers, healthcare professionals and retailers in over 50 countries in Asia, North America, Latin America and Europe. MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) Recent Trading Information
MEAD JOHNSON NUTRITION COMPANY (NYSE:MJN) closed its last trading session up +0.05 at 88.03 with 2,511,183 shares trading hands.