Mead Johnson (MJN) Enters $1B Accelerated Buyback

Mead Johnson (NYSE: MJN) disclosed the following on Friday morning:

After the close of market on October 22, 2015, Mead Johnson Nutrition Company (the “Company) entered into a $1.0 billion accelerated share repurchase agreement (the “ASR Agreement”) with Goldman, Sachs & Co. (“Goldman”). The Company will acquire the shares under the ASR Agreement as part of its previously announced $1.5 billion share repurchase program.

Pursuant to the terms of the ASR Agreement, on October 27, 2015, the Company will pay Goldman $1.0 billion in cash (the “Repurchase Price”) and will receive an initial delivery of 10,725,552 shares of the Company’s common stock (equivalent to approximately 85% of the number of shares of Company common stock that could be purchased with an amount of cash equal to the Repurchase Price based on the closing price of the Company’s common stock on October 22, 2015). At final settlement, Goldman may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman, based generally on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR Agreement, subject, in part, to certain maximum and minimum prices. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by Goldman and various acknowledgements, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed in June 2016, although the settlement may be accelerated at Goldman's option.

You May Also Be Interested In

• Goldman Sachs to acquire Neos for up to $2.25b cash and stock
• Boxabl opens M&A and partnership program for housing supply chain
• Opendoor raises $440M via convertible notes, buys back 5% of shares