Current Report Filing (8-k)
13 June 2017 - 6:27AM
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):
June 12, 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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Introductory Note.
This Current Report on Form 8-K is being filed in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 10, 2017 (as amended from time to time, the Merger Agreement), among
Mead Johnson Nutrition Company (the Company), Reckitt Benckiser Group plc, a company incorporated under the laws of England and Wales (RB) and Marigold Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of RB (Merger Sub), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of RB.
Item 8.01 Other Events.
As of the date hereof, the Company issued a press release announcing the receipt of the final regulatory approval necessary to complete its acquisition by RB. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The transaction is expected to close on Thursday, June 15, 2017, subject to the satisfaction of customary closing conditions at such time.
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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Press Release of Mead Johnson Nutrition Company, dated June 12, 2017
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2
SIGNATURE
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: June 12, 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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3
EXHIBIT INDEX
Exhibit
No.
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Description
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99.1
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Press Release of Mead Johnson Nutrition Company, dated June 12, 2017
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4
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