Tender for Adams Respiratory

December 21, 2007

 

  Reckitt Benckiser Commences Cash Tender Offer for All Outstanding Shares of  
                        Adams Respiratory Therapeutics                         

 

Reckitt Benckiser Group plc (RB.L) ("Reckitt Benckiser"), today commenced its
previously announced cash tender offer (the "Offer") for all of the outstanding
shares of Adams Respiratory Therapeutics, Inc. (NASDAQ: ARxT) ("Adams").

 

As announced on December 10, 2007, Reckitt Benckiser has entered into a
definitive agreement under which it will offer Adams stockholders US$60.00 in
cash for each Adams share they hold.  This offer is being made through
Twickenham Inc., a wholly owned subsidiary of Reckitt Benckiser.  Adams' Board
of Directors has unanimously determined that the offer is fair to and in the
best interests of Adams' stockholders and recommended that holders of Adams
common stock accept the offer and tender their shares in the offer. 

 

The Offer represents a total offer value of approximately US$2.3 billion (£1.1
billion), and will expire on January 23, 2008, unless extended.

 

The Offer is made directly to the stockholders of Adams and is conditioned
upon, among other things, the tender of a majority of Adams' outstanding shares
of common stock and the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act. Any common shares not
acquired in the Offer are expected to be acquired in a subsequent merger at the
same price as the Offer.

 

Stockholders of Adams are advised to read the important information contained
in the Tender Offer Statement on Schedule TO, the Offer to Purchase and any
other documents relating to the Offer  that are filed by Reckitt Benckiser and
Twickenham with the Securities and Exchange Commission (SEC). In addition,
Adams will file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 relating to the offer. Stockholders of Adams may obtain copies
of these documents for free, when available, at the SEC's website at
www.sec.gov or by calling Georgeson, Inc., the Information Agent for the Offer,
at [phone] (US toll-free).

 

For Further Information

Reckitt Benckiser                                [phone]       
                                                                            
Mark Wilson           Corporate Controller and Investor Relations Manager   
                      (investor queries)                                    
                                                                            
Fiona Fong            Head of Corporate Communications (press queries)      
                                                                            
PR Agency                                                                   
                                                                            
Susan Gilchrist       Brunswick                  [phone]       
                                                                            
                      Brunswick New York         [phone]            
                                                                            
Cindy Leggett Flynn                                                         
                                                                            
                                                                            
                                                                            
AdamsRespiratory                                                            
Therapeutics                                                                
                                                                            
Janet M. Barth        SVP Investor Relations &   [phone]            
                      Corporate Communications                              
                                                                            
Faith Pomeroy-Ward    Sr. Manager Investor       [phone]            
                      Relations & Corporate                                 
                      Communications                                        
                                                                            

 

Important Information

 

Notice to Investors: This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities.  The tender offer statement being
filed with the SEC on Schedule TO (including an offer to purchase, a related
letter of transmittal and other offer documents) and the solicitation/
recommendation statement being filed with the SEC on Schedule 14D-9 contain
important information that should be read carefully before any decision is made
with respect to the tender offer.  Those materials will be made available to
Adams' security holders at no expense to them.  In addition, all of those
materials (and all other offer documents filed with the SEC) will be available
at no charge on the SEC's Web site: www.sec.gov.

 

Forward-looking Statements:  This press release contains certain
"forward-looking" statements, including the expected timetable for completing
the proposed transaction between Reckitt Benckiser and Adams. Such
forward-looking statements can be identified by the words "intend," "expect,"
and similar expressions and are subject to risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially
include, among others, the satisfaction of conditions to the closing of the
proposed transaction; general economic, business and market conditions; and
other risk factors set forth under Item 1A. Risk Factors in Adams' Annual
Report on Form 10-K for the fiscal year ended June 30, 2007 and under Item 1A.
Risk Factors in Adams' Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007. Except to the extent required by applicable securities
laws, we are not under any obligation to (and expressly disclaim any such
obligation to) update any forward-looking statements, whether as a result of
new information, future events, or otherwise. All statements contained in this
press release are made only as of the date of this release.

 

Notes for Editors

 

Reckitt Benckiser is a world leader in household cleaning, health and personal
care. The Company is truly global, with over 60 operating companies and some 43
manufacturing facilities worldwide and has sales in 180 countries.  The Company
employs 22,000 people around the world.  Amongst the Company's leading brands
in household are Lysol, the world leader in disinfecting cleaning, Calgonit &
Finish & Electrasol, the world leaders in automatic dishwashing, Woolite, world
leader in fine fabrics, Vanish & Spray'nWash, world leaders in fabric
treatment, Airwick and Mortein, both No.2 brands in air care and pest control
respectively.  In Health & Personal Care (25% of net revenues), leading brand
positions include Veet, the world number one depilatory and Dettol the world's
leading antiseptic, Nurofen, the leading European analgesic, Strepsils, world
number one in medicated sore throat, Gaviscon the No.1 gastro intestinal remedy
in UK and Lemsip the UK no.1. in cold/flu remedies.

 

Reckitt Benckiser is headquartered in Slough just outside London, UK and is
listed on the London stock exchange.  With a market capitalization of c.£20bn
it ranks among the top 25 UK listed companies.  Reckitt Benckiser had net
revenues of £4.92bn, operating profit of £910m, and net income of £674m in
2006.

 


About Adams Respiratory Therapeutics, Inc.

 

Adams is a specialty pharmaceutical company focused on the late-stage
development, commercialization and marketing of over-the-counter and
prescription pharmaceuticals for the treatment of respiratory disorders.