Current Report Filing (8-k)
31 Mars 2017 - 10:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 31, 2017 (March 31, 2017)
MEAD JOHNSON NUTRITION COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-34251
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80-0318351
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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225 North Canal Street, 25th
Floor, Chicago, Illinois
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60606
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(312) 466-5800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
In connection with the proposed merger (the Merger) pursuant to the Agreement and Plan of Merger by and among
Reckitt Benckiser Group plc, a company incorporated in England and Wales, Marigold Merger Sub, Inc., a Delaware corporation, and Mead Johnson Nutrition Company, a Delaware corporation, (the Company), which was previously announced on February 10, 2017, the Company issued a written communication required to be filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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99.1
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Exhibit 99.1
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Cautionary Statement Regarding Forward-Looking Statements
This report contains certain statements with respect to a transaction involving Mead Johnson and Reckitt Benckiser Group plc that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the fact they use words such as should, expect, anticipate, estimate, target, may, project, guidance, intend, plan, believe and other words and terms of similar meaning and expression. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this report. These risks include, but are not limited to: (1) the possibility that a transaction will not be consummated or delays in consummating the transaction; (2) adverse effects on the market price of Mead Johnsons common stock and on Mead Johnsons operating results because of a failure to complete the transaction; (3) negative effects relating to the announcement of the transaction or any further announcements relating to the transaction or the entrance into or consummation of the transaction on the market price of Mead Johnsons stock; (4) unanticipated difficulties or expenditures relating to the transaction; (5) legal proceedings instituted against Mead Johnson and others in connection with the transaction; (6) disruptions of current plans and operations caused by the announcement and pendency of the transaction; (7) potential difficulties in employee retention as a result of the announcement and pendency of the transaction; (8) the response of customers, distributors, suppliers and competitors to the announcement of the transaction; (9) the ability to sustain brand strength, particularly the Enfa family of brands; (10) the effect on the companys reputation of real or perceived quality issues; (11) the effect of regulatory restrictions related to the companys products; (12) the adverse effect of commodity costs; (13) increased competition from branded, private label, store and economy-branded products; (14) the effect
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of an economic downturn on consumers purchasing behavior and customers ability to pay for product; (15) inventory reductions by customers; (16) the adverse effect of changes in foreign currency exchange rates; (17) the effect of changes in economic, political and social conditions in the markets where we operate; (18) changing consumer preferences; (19) the possibility of changes in the Women, Infants and Children (WIC) program, or participation in WIC; (20) legislative, regulatory or judicial action that may adversely affect the companys ability to advertise its products, maintain product margins, or negatively impact the companys reputation or result in fines or penalties that decrease earnings; and (21) the ability to develop and market new, innovative products.
Where, in any forward-looking statement, we or our management expresses an expectation or belief as to future results or actions, there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Our actual results may differ materially from our expectations, plans or projections. Forward-looking statements are only predictions and estimates, which are inherently subject to risks, trends and uncertainties, many of which are beyond our ability to control or predict with accuracy and some of which might not even anticipate. There can be no assurance that we will achieve our expectations and we do not assume responsibility for the accuracy and completeness of the forward-looking statements. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of many factors, including the risk factors described in the risk factor section of our reports filed with the Securities and Exchange Commission (SEC). Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of Mead Johnson.
All forward-looking statements included in this report are based upon information available to Mead Johnson as of the date of the report, and we assume no obligation to update or revise any such forward-looking statements except as required by law.
Additional Information and Where to Find It
This report may be deemed to be solicitation material in respect of the transaction. In connection with the transaction, Mead Johnson will file a proxy statement and other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEAD JOHNSON AND THE TRANSACTION.
Mead Johnsons investors and security holders will be able to obtain a free copy of these documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, investors will be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) at Mead Johnsons Website at www.meadjohnson.com or by contacting Mead Johnson:
Investors:
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Kathy MacDonald, 312-466-8900
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kathy.macdonald@mjn.com
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or
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Media:
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Christopher Perille, 312-466-5814
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chris.perille@mjn.com
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Participants in the Solicitation
Mead Johnson and its officers and directors may be deemed to be participants in the solicitation of proxies from Mead Johnson stockholders with respect to the transaction. Information about Mead Johnson officers and directors and their ownership of Mead Johnson common shares is set forth in the proxy statement for Mead Johnsons 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2016, and in other documents filed with the SEC by Mead Johnson and its officers and directors. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and definitive proxy statements regarding the transaction, which will be filed by Mead Johnson with the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MEAD JOHNSON NUTRITION COMPANY
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Date: March 31, 2017
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By:
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/s/ Patrick M. Sheller
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Patrick M. Sheller
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description of Exhibit
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99.1
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Exhibit 99.1
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