Consumer goods giant Reckitt Benckiser Group has signed a definitive merger agreement with healthy snack maker Schiff Nutrition International.

If Schiff's shareholders agree to the deal, they will tender their shares to Reckitt's previously announced cash offer of $42.00 per share, valuing Schiff at $1.4bn. The offer expires on December 14th.

Reckitt plans to pay the consideration with cash and existing credit facilities and said the transaction is expected to be immediately accretive to earnings on an adjusted basis.

Rakesh Kapoor, Reckitt Benckiser Chief Executive Officer, said: "We are very pleased to have reached a mutually beneficial agreement with Schiff and are
excited to enter the $30bn global vitamins, minerals and supplements market with such a strong portfolio of high quality branded business in the USA. Schiff's portfolio is an excellent fit with our strategic focus on health and hygiene."

"The sub-categories within which Schiff operates have strong growth momentum and to this we expect to combine Reckitt Benckiser's strong go to market
capabilities as well as proven skills in branding, innovation and consumer communication andeducation."

"The integration process will be undertaken promptly following completion of the transaction, so that the business can continue its growth trajectory with
minimum disruption and realize synergies as soon as possible. Reckitt Benckiser expects the tender offer to close before the end of calendar year
2012."

Shiff last announced that it has indicated projected net sales of around $385m and forecast proforma EBITDA (earnings before interest, tax, depreciation and amortisation) of approximately $84.6m for the fiscal year ending May 31st 2013.

Schiff's vitamin, minerals and supplements product portfolio includes a number of market leading brands in the specialist product category in the US,
including its MegaRed prouct, which is ranked number 1 in the healthy heart segment.

NR

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