US Approval Received for Benckiser Merger

Reckitt & Colman PLC 25 November 1999 Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan. Proposed Merger of Reckitt & Colman and Benckiser receives US approval. Offer declared unconditional for closing on 30 November. Reckitt & Colman plc (RCOL) and Benckiser NV (BNV) today announce that they have received US regulatory approval for their proposed merger from the Federal Trade Commission (FTC). This follows disposal of two small brands, Scrub Free and Delicare, to meet concerns expressed by the FTC. Accordingly all conditions of the Offer have now been met or waived. Therefore Reckitt Benckiser Holdings BV, through which the Offer for Benckiser B shares is being made, has today declared the Offer unconditional. The Offer Period during which Benckiser B shares can be submitted for exchange will close at 15.00 hours, Amsterdam time, on 30 November 1999. It is expected that, following this closure, delivery of the new shares will take place on 3 December and trading in the new shares will commence on 6 December. Commenting on these developments, Bart Becht, Chief Executive Officer designate of Reckitt Benckiser said 'We are all delighted to receive the final approval needed to complete the merger and establish Reckitt Benckiser as the world leader in household cleaning. The scale of the opportunity for the company is exciting everyone involved in planning its future and we will now quickly move to implement all our plans. Our timetable from hereon is aggressive, but the work already done to prepare the integration gives us great confidence that the synergies, the longer-term growth opportunities and the resulting shareholder value uplift will be delivered.' For further information David Saltmarsh Company Secretary Reckitt & Colman plc 44 1753 746676 Tom Corran SVP Corporate Communications Benckiser N.V. 31 20 405 7534 Bobby Leach Shandwick 44 171 905 2537 This announcement and related materials relate to the Offer and are not an extension of a tender offer in the United States or to any US person for any class of equity securities in Benckiser. The Offer will not be made, directly or indirectly, in, or by use of any means of instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange of, the United States (including its possessions or territories, any area subject to its jurisdiction and any political subdivision thereof) or to any US person and cannot be accepted by any such use or otherwise from within the United States or by any US person. Any purported acceptance of the Offer involving, directly or indirectly, any such means, instrumentality, mails or facility or otherwise from within the United States or by any US person will be deemed invalid. None of the securities offered as consideration will be registered under the United States Securities Act of 1933, as amended (the 'Act'). Accordingly, such securities may not be offered, sold or delivered in the United States or to US persons, unless an exemption from the registration requirements of the Act is available. This announcement and related materials do not constitute an offer of Reckitt & Colman Shares.
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