Bayer HealthCare is stepping away from its proposed deal to acquire Schiff Nutritional International after Reckitt Benckiser Group came in with a higher bid.


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Bayer opts not to pursue Schiff acquisition

November 20th, 2012

NEW YORK – Bayer HealthCare is stepping away from its proposed deal to acquire Schiff Nutritional International after Reckitt Benckiser Group came in with a higher bid.

In a filing with the Securities and Exchange Commission on Monday, Bayer AG said its board has decided not to up its $34-per-share cash offer to buy Schiff in a $1.2 billion deal.

"Bayer AG's board of management continues to believe that the merger transaction would represent a logical and strategic addition for Bayer's Consumer Care business," the company stated in the Nov. 19 SEC filing. "However, it came to the conclusion that entering a competitive bidding process ... would result in a price outside Bayer's set financial criteria. Having completed a number of successful acquisitions, Bayer plans to continue its strategy to augment organic growth with strategic bolt-on acquisitions."

Bayer announced the agreement to acquire Schiff on Oct. 30, saying the deal would boost its Consumer Care business by adding some well-known vitamin and dietary supplement brands — including MegaRed, Move Free and Airborne — and boosting its presence in the U.S. market. The transaction was expected to close by the end of this year.

However, on Nov. 16, U.K.-based Reckitt Benckiser unveiled a $1.4 billion tender offer to acquire all of the outstanding shares Schiff. Reckitt Benckiser said its offer of $42 per share in cash represented a premium of 23.5% over Bayer's $34-per-share bid.

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