Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P.O. Box 225 Parsippany, NJ 07054-0225 Attention: Kelly Slavitt Ladies and Gentlemen:Merger Agreement • November 21st, 2012 • Reckitt Benckiser Group PLC • Wholesale-groceries & related products • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and solely for the purposes of Section 6.17 thereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales. Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp., Schiff Nutrition International, Inc. and Reckitt Benckiser Group plc (solely for purposes of Section 6.17 hereof) Dated as of November 21, 2012Merger Agreement • November 21st, 2012 • Reckitt Benckiser Group PLC • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2012 (this “Agreement”), is entered into by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and, solely for the purposes of Section 6.17 hereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Guarantor”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.
Reckitt Benckiser for Employees of Schiff Nutrition International, Inc. Q&AAcquisition Agreement • December 10th, 2012 • Reckitt Benckiser Group PLC • Wholesale-groceries & related products
Dated ___ December, 2007 RECKITT BENCKISER TREASURY SERVICES PLC RECKITT BENCKISER GROUP PLC arranged by BARCLAYS CAPITAL with BARCLAYS BANK PLC acting as Agent $2,500,000,000 FACILITY AGREEMENTFacility Agreement • December 21st, 2007 • Reckitt Benckiser Group PLC • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2012 • Reckitt Benckiser Group PLC • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Schiff Nutrition International, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
November 21, 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P.O. Box 225 Parsippany, NJ 07054-0225 Attention: Kelly SlavittTender and Support Agreement • November 21st, 2012 • Reckitt Benckiser Group PLC • Wholesale-groceries & related products • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), and, solely for the purposes of Section 6.17 thereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales. Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.
