Pharma BD Deal Intelligence

Bayer AG / Schiff Nutrition International, Inc.

2012 · Acquisition/Merger · $1.2B · Terminated

Bayer's $34/share, ~$1.2B agreement for Schiff Nutrition never survived its own go-shop clause: Reckitt Benckiser topped it at $42/share ($1.4B), and Bayer walked rather than raise, leaving MegaRed, Move Free, and Airborne to a rival.

Outcome grade pending — assessed 5 years post-close.

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The coverage arc

Oct 30, 2012 Fierce Pharma Neutral

Bayer to acquire Schiff Nutrition International for US$1.2 billion, adding MegaRed, Move Free and Airborne brands to bolster its U.S. consumer-health and OTC…

Nov 21, 2012 SupplySide Supplement Journal Bearish

Schiff's go-shop clause enabled the alternative bid; Reckitt's superior offer prevailed, leaving Bayer without the targeted US VMS platform — a clear setback…

Nov 26, 2012 Chemical & Engineering News (C&EN) Bearish

C&EN reported that Reckitt Benckiser's $42/share, $1.4B bid topped Bayer's $34/share October agreement; Bayer declined to match and exited, with Reckitt…

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Bayer HealthCare announced $34/share cash deal for Schiff Nutrition (~$1.2B). Schiff FY2012 net sales $259M. Bayer was subsequently outbid by Reckitt Benckiser at $42/share ($1.4B); Bayer declined to raise. Note: nutraceutical/consumer-health, included as borderline pharma carve-out of major pharma activity.

Key facts

Disease & market context

Vitamins, minerals & dietary supplements (consumer health)

$30.0B Global VMS market ~$30B at deal time

Disease Overview

This is a consumer-health/nutraceutical transaction rather than a therapeutic disease indication. Schiff sold over-the-counter dietary supplements addressing self-managed wellness needs — cardiovascular (omega-3), joint health (glucosamine), and immune support — categories where consumers self-direct purchase decisions, distinct from prescription pharma economics.

Competitive Landscape

The 2012 global VMS market was approximately $30B, highly fragmented with no competitor holding more than ~5% share — making it attractive consolidation territory for consumer-health acquirers. Schiff was the #2 US dietary supplements company with three flagship brands: MegaRed (krill omega-3, cardiovascular), Move Free (glucosamine/chondroitin, joint health), and Airborne (immune support). Competitive landscape included Pfizer's Centrum/Caltrate franchise (later sold to GSK then Haleon), NBTY (Nature's Bounty/Sundown), and private-label retailer brands. Bayer's October 30, 2012 agreement at $34/share ($1.2B) was challenged by Reckitt Benckiser's superior $42/share ($1.4B, 23.5% premium) bid on November 21, 2012. Bayer declined to match and walked away, allowing Reckitt to close the acquisition and use Schiff as its entry into the VMS category alongside Mucinex, Nurofen, and Durex. The deal terminated for Bayer is tagged as 'borderline pharma' in this database — relevant as a Big Pharma consumer-health pivot signal. Bayer subsequently grew its consumer health business through other transactions, notably the 2014 acquisition of Merck & Co.'s OTC business. (Sources: https://www.prnewswire.com/news-releases/bayer-to-acquire-schiff-nutrition-international-for-us-12-billion-176367771.html ; https://cen.acs.org/articles/90/i48/Reckitt-Outbids-Bayer-Schiff-Nutrition.html)

Related deals — scored

DealYearValueOutcome
Bayer AG / Schiff Nutrition International, Inc. (this deal)2012$1.2B
Bayer AG / Schering AG2006$21.5B79
Bayer AG / BlueRock Therapeutics2002$600M79
Bayer AG / Merck & Co., Inc.2014$14.2B71
Bayer AG / Schering AG (residual squeeze-out)2007$985M69
Bayer AG / Arvinas, Inc.2019$1.0B59
Bayer AG / Merck & Co. Inc.2014$14.2B56

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