Bayer to acquire Schiff for $1.1 billion

Berlin - Bayer agreed to buy Schiff Nutrition International for $1.1 billion in cash to add a faster-growing vitamins and nutritional supplements business to its consumer-health unit.

Shareholders will receive $34 a share, the Leverkusen-based company said in a statement Tuesday. The price is 47 percent above Schiff's closing level Friday, the most recent day of stock trading in the United States. Bayer also said third-quarter profit rose 2.2 percent.

Buying the Salt Lake City, Utah-based business will strengthen Bayer's consumer-health unit in the U.S. Schiff said last month that sales this fiscal year would increase by 43 percent to 46 percent after its acquisition of Airborne, the cult cold-prevention remedy featured by Oprah Winfrey.

"This transaction represents an excellent strategic fit for our health-care business," said Bayer Chief Executive Officer Marijn Dekkers. "The Schiff business significantly enhances our presence and position in the U.S., which accounts for more over-the-counter and nutritional products sales than any other country in the world."

Schiff sales in the year ended May 31 totaled $259 million. The company also makes Tiger's Milk nutrition bars, Omega-3 product MegaRed and Move Free, a joint supplement.

"Nutritionals are a reasonably fast-growing area," said Alistair Campbell, an analyst at Berenberg Bank in London. "It broadens their product line."

The deal is expected to close by the end of 2012.

TPG, the Fort Worth, Texas-based buyout firm, owns 34 percent of Schiff's shares, according to data compiled by Bloomberg.

The purchase including net debt values Schiff at about 17.8 times this year's estimated earnings before interest, tax, depreciation and amortization.

Buyers have paid a median 16.9 times profit for acquisitions of vitamin companies over the past five years, according to data compiled by Bloomberg.

Bayer is committed to using "strategic bolt-on acquisitions" to build on the growth it generates from existing products, Dekkers said in the statement.

The purchase price is based on about 31.1 million shares outstanding, including shares underlying stock options. Bayer also is assuming $122 million in net debt.

Growth in the health and crop-chemical business helped push earnings up in the third quarter, Bayer said in a separate statement Tuesday.

Bayer, Johnson & Johnson's partner on the blood thinner Xarelto, has been leaning on its health-care and agriculture units for growth. The company reiterated Tuesday that sales will increase 4 percent to 5 percent this year, with a "high single- digit" percentage boost to adjusted Ebitda.


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