SSL agrees terms of Reckitt Benckiser takeover

ERJ staff report (RD)

London -- UK-based healthcare group SSL International plc looks set to be acquired by household and healthcare specialist Reckitt Benckiser plc following approval of a cash offer from SSL's management board, a 21 July statement from Benckiser said.

Under the terms of the cash offer, SSL shareholders will be entitled to receive 1163 pence in cash per SSL share and will also remain entitled to receive the proposed final dividend of 8

pence per share in respect to the year ended 31 March 2010, the statement said. The offer price plus the SSL dividend values SSL's fully diluted share capital at approximately £2540 million (Euro 3017 million).

According to the statement, SSL Directors intend to recommend unanimously that SSL Shareholders accept the offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings of SSL Shares amounting to, in aggregate, 1,723,426 issued and to be issued SSL Shares.

“The acquisition of SSL will provide a step change to Reckitt Benckiser's global health &

personal care business, which has been a key driver of Reckitt Benckiser's net revenue

growth and profit progression,” said Bart Becht, ceo of Reckitt Benckiser.

“It is anticipated that the acquisition will increase Reckitt Benckiser's health & personal care net revenues by over 36 percent to approximately £2.8 billion, one third of the Group's total net revenues,” he added.

Reckitt Benckiser plc is a wholly-owned subsidiary of Reckitt Benckiser.

SSL's product portfolio includes brands such as Durex and Scholl. The company reported sales of £802.5 million for the year ended 31 March 2010.

“In the last five years, product development, cost control, improvement to systems and supply chains and well judged acquisitions have trebled SSL's profits,” said SSL chairman Gerald Corbett.

“This offer is some four times the level of SSL's share price five years ago. I believe few shares in investors' portfolios have done as well. Reckitt Benckiser is a well regarded company and I am sure our brands and people will be in good hands,” Corbett added.

SSL also released its interim management statement 21 July for the period from 1 April 2010 to date.

SSL said “the performance of the business in the year to date has been entirely satisfactory with

both Durex and Scholl continuing to perform well.”

On 29 April 2010, SSL completed the acquisition of a further 24.7 percent of Beleggingsmaatschappij Lemore BV (BLBV), the holding company for its Russian operations, for a cash cost of £144.0 million taking its holding in BLBV to 75.3 percent.

On 24 June 2010, the statement said, SSL exchanged contracts to acquire 100 percent of its sole third party distributor in China with the first stage being the acquisition of 50.1 percent for RMB 150 million (£14.5 million at the current exchange rate) with completion of the first stage expected in the second half of the calendar year and the remainder in two tranches over the next five years.

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SSL Interim Management Statement from SSL International plc

Press release from Reckitt Benckiser