SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
SCHIFF NUTRITION INTERNATIONAL, INC.
(Name of Subject Company)
SCHIFF NUTRITION INTERNATIONAL, INC.
(Name of Persons Filing Statement)
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
(Title of Class of Securities)
Class A Common Stock – 806693107
Class B Common Stock – None
(CUSIP Number of Class of Securities)
Scott K. Milsten
Senior Vice President,
General Counsel and Corporate Secretary
2002 South 5070 West
Salt Lake City, Utah 84104-4726
(801) 975-5000
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Tad Freese
Jamie Leigh
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025-1008
(650) 328-4600
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 2 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Schiff Nutrition International, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2012 (as amended, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer (as amended or supplemented from time to time, the “Offer”) by Ascot Acquisition Corp., a Delaware corporation (“Purchaser”), a wholly-owned subsidiary of Reckitt Benckiser LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales, to purchase all outstanding shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), and Class B common stock, par value $0.01 per share (together with the Class A Common Stock, the “Shares”), for consideration per Share consisting of an amount net to the seller in cash equal to $42.00 without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 2012 and amended and restated on November 27, 2012 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related amended and restated Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser with the SEC on November 16, 2012, as amended by Amendment No. 1 to the Schedule TO filed on November 21, 2012, and as further amended by Amendment No. 2 to the Schedule TO filed on November 27, 2012. The Offer to Purchase and form of Letter of Transmittal were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 9.Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
Exhibit No. | Description | |
(a)(1)(P) | Reckitt Benckiser Q&A for Employees of the Company, made available on December 10, 2012. |
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.
SCHIFF NUTRITION INTERNATIONAL, INC. | ||
By: | /s/ Joseph W. Baty | |
Name: | Joseph W. Baty | |
Title: | Executive Vice President and Chief Financial Officer |
Dated: December 10, 2012
EXHIBIT INDEX
Exhibit No. | Description | |
(a)(1)(P) | Reckitt Benckiser Q&A for Employees of the Company, made available on December 10, 2012. |