THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE
SOLELY BY THE OFFER TO PURCHASE DATED MAY 5, 2000 AND THE RELATED LETTER OF
TRANSMITTAL AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME. THE
OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF
OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR
THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER
LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER
SHALL BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER (AS DEFINED BELOW) BY
SALOMON SMITH BARNEY INC., THE DEALER MANAGER, OR BY ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Rexall Sundown, Inc.
at
$24.00 Net Per Share
by
Nutricia Investment Corp.
an indirect wholly owned subsidiary of
Koninklijke Numico N.V.
(Royal Numico)
Nutricia Investment Corp., a Florida corporation (the "Purchaser") and an
indirect wholly owned subsidiary of Koninklijke Numico N.V., a company
incorporated under the laws of the Netherlands ("Numico"), is offering to
purchase all outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of Rexall Sundown, Inc., a Florida corporation (the
"Company"), at $24.00 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 5, 2000 (as amended or supplemented from time to time, the
"Offer to Purchase"), and in the related Letter of Transmittal (the "Letter
of Transmittal," which, together with the Offer to Purchase, as each may be
amended or supplemented from time to time, collectively constitute the
"Offer"). Tendering shareholders who have Shares registered in their name and
who tender directly will not be charged brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares pursuant to the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 2, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of April 30, 2000 by and among the Company,
Numico and the Purchaser. Pursuant to the Merger Agreement, after completion
of the Offer, and subject to the satisfaction or waiver of all conditions,
the Purchaser will be merged with and into the Company (the "Merger") and
each issued and outstanding Share (other than Shares which are held by the
Company, Numico or the Purchaser or by shareholders exercising dissenters'
rights under Florida law) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into the right to
receive $24.00 per Share in cash, or any higher price per Share paid pursuant
to the Offer, without interest thereon. The Merger Agreement is more fully
described in the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES AND
RECOMMENDS THAT HOLDERS OF SHARES TENDER THEIR SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES EQUIVALENT TO A MAJORITY OF THE TOTAL ISSUED AND OUTSTANDING SHARES ON
A FULLY DILUTED BASIS AS OF THE DATE SUCH SHARES ARE PURCHASED PURSUANT TO
THE OFFER AND (ii) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING
PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS DESCRIBED IN
SECTION 12 OF THE OFFER TO PURCHASE.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not withdrawn as,
if and when the Purchaser gives oral or written notice to Wilmington Trust
Company (the "Depositary") of its acceptance for payment of such Shares
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for all
tendering shareholders for the purpose of receiving payments from Purchaser
and transmitting such payments to tendering shareholders whose Shares have
been accepted for payment.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates
for (or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to) such Shares, (b) a Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of
the Letter of Transmittal) and (c) any other documents required by the Letter
of Transmittal. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER
PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY
DELAY IN MAKING SUCH PAYMENT.
The purpose of the Offer is to acquire control of, and all of the equity
interests in, the Company. The Offer is subject to certain conditions set
forth in the Offer to Purchase. If any such condition is not satisfied, the
Purchaser may, except as provided in the Merger Agreement, (i) terminate the
Offer and return all tendered Shares to tendering shareholders, (ii) extend
the Offer and, subject to withdrawal rights as set forth below, retain all
such Shares until the expiration of the Offer as so extended, (iii) waive
such condition and purchase all Shares validly tendered and not withdrawn
prior to the expiration of the Offer or (iv) delay acceptance for payment or
payment for Shares, subject to applicable laws, until satisfaction or waiver
of the conditions to the Offer.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, June 2, 2000, unless and until the Purchaser, in its sole
discretion (but subject to the terms of the Merger Agreement), shall have
extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date on which the
Offer, as so extended by the Purchaser, shall expire. Subject to the
applicable rules and regulations of the Securities and Exchange Commission
and the terms of the Merger Agreement, the Purchaser expressly reserves the
right, in its sole discretion, at any time or from time to time, to extend
the period of time during which the Offer is open by giving oral or written
notice of such extension to the Depositary. Any such extension will be
followed as promptly as possible by a public announcement thereof. During any
such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering shareholder to
withdraw its Shares.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to June 2, 2000. Thereafter, such tenders are irrevocable, except that
they may be withdrawn at any time after July 3, 2000, unless
theretofore accepted for payment as provided in the Offer to Purchase.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary
at one of its addresses set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person having
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered such
Shares. The signatures(s) on the notice of withdrawal must be guaranteed by
an Eligible Institution (as defined in the Offer to Purchase), unless such
Shares have been tendered for the account of any Eligible Institution. If
Shares have been tendered pursuant to the procedures for book-entry tender as
set forth in Section 3 of the Offer to Purchase, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares and must otherwise comply
with such Book-Entry Transfer Facility's procedures. If certificates for
Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, the name of the registered holder and the serial numbers of the
particular certificates evidencing the Shares to be withdrawn must also be
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furnished to the Depositary as aforesaid prior to the physical release of
such certificates. All questions as to the form and validity (including time
of receipt) of any notice of withdrawal will be determined by the Purchaser,
in its sole discretion, which determination shall be final and binding. None
of the Purchaser, Numico, the Dealer Manager (listed below), the Depositary,
the Information Agent (listed below) or any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such notification.
Withdrawals of tenders for Shares may not be rescinded, and any Shares
properly withdrawn will be deemed not to have been validly tendered for
purposes of the Offer. However, withdrawn Shares may be retendered by
following one of the procedures described in Section 3 of the Offer to
Purchase at any time prior to the Expiration Date. Under the Merger Agreement
and pursuant to Rule 14d-11 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Purchaser
may, subject to certain conditions, include a subsequent offering period
following the Expiration Date. Purchaser does not currently intend to include
a subsequent offer period in the Offer, although it reserves the right to do
so in its sole discretion. Under the Exchange Act, no withdrawal rights apply
to Shares tendered during a subsequent offering period and no withdrawal
rights apply during the subsequent offering period with respect to Shares
tendered in the Offer and accepted for payment. See Section 1 of the Offer to
Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's shareholder list and
security position listings for the purpose of disseminating the Offer to
shareholders. The Offer to Purchase, the related Letter of Transmittal and
other relevant materials will be mailed to record holders of Shares and will
be furnished to brokers, banks and similar persons whose names, or the names
of whose nominees, appear on the shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information Agent
or the Dealer Manager at their respective addresses and telephone numbers set
forth below. Requests for additional copies of the Offer to Purchase, the
related Letter of Transmittal and other tender offer materials may be directed
to the Information Agent or brokers, dealers, commercial banks and trust
companies. Such additional copies will be furnished at the Purchaser's
expense. No fees or commissions will be paid to brokers, dealers or other
persons (other than the Dealer Manager and the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 (Call Collect)
OR
CALL TOLL-FREE (888) 750-5834
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
CALL TOLL-FREE (877) 755-4456
May 5, 2000
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