AMENDMENT NO. 2 TO THE STANDSTILL AGREEMENTStandstill Agreement • November 27th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
This Amendment No. 2 to the Standstill Agreement, dated as of November 21, 2012 (this “Amendment”), amends the Standstill Agreement, dated as of October 14, 2010, by and between Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), and TPG STAR SNI, L.P., a Delaware limited partnership (the “Purchaser”) as amended by the Amendment to Standstill Agreement, dated as of October 29, 2012, by and between the Company and the Purchaser (the “Standstill Agreement”). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Standstill Agreement.
November 27, 2012Schiff Nutrition International, Inc. • November 27th, 2012 • Wholesale-groceries & related products
We are pleased to inform you that on November 21, 2012, Schiff Nutrition International, Inc. (“Schiff”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Reckitt Benckiser LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Ultimate Parent (as defined below) (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and, for limited purposes thereunder, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”), pursuant to which the Purchaser has commenced a tender offer to purchase all outstanding shares of our common stock at a price per share of $42.00, net to the holder thereof in cash, without interest and subject to reduction for any required withholding taxes.
Michael Hyatt Chair of Transactions Committee Schiff Nutrition International, Inc. 2022 South 5070 West Salt Lake City, Utah 84104Letter Agreement • November 27th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products
