By Dan Shaw, Evansville Courier & Press
Mead Johnson Nutritionals took a step Monday toward becoming an independent company.
In preparation for selling between 10 percent and 20 percent of itself to the public through a stock offering, Mead Johnson filed a registration statement with the U.S. Securities and Exchange Commission. Mead Johnson, headquartered in Evansville, is now a subsidiary of Bristol-Myers Squibb.
The sale will take place shortly after federal regulators approve the filing, and Mead Johnson expects to complete it in the first half of 2009. Bristol-Myers will continue to own at least 80 percent of Mead Johnson into the foreseeable future.
"We believe the plan will allow Mead Johnson to implement its growth plans, increase shareholder value and maintain important financial contributions to Bristol-Myers Squibb," said Pete Paradossi, a Mead Johnson spokesman.
Mead Johnson was incorporated in Delaware in August. Its headquarters is expected to remain in Evansville.
For the sale, Mead Johnson created two types of shares. Class A shares will be sold to the public and will give investors one vote. Class B shares will be retained by Bristol-Myers and will give the holder 10 votes each.
Mead Johnson intends to list its stock on the New York Stock Exchange under the symbol "MJN." The company said it will pay dividends to shareholders but did not specify the percentage of those dividends Monday. Citigroup and Morgan Stanley will act together as managers in the sale.
Rumblings that Bristol-Myers planned to do something with Mead Johnson, which makes Enfamil infant formula and similar products, date to December.
Start of rumors
That's when Bristol-Myers CEO James Cornelius told investors that while he was happy with Mead Johnson's performance, the subsidiary might not fit in with his plans of transforming Bristol-Myers into a "next generation biopharma company."
Since then, Bristol has divested itself of other companies that also were unrelated to its main pharmaceuticals business. They included ConvaTec, a company specializing in therapy and surgical care, and a medical-imaging unit.
In April, Bristol-Myers announced the plan to sell part of Mead Johnson through a stock offering.
In preparation for the sale, Mead Johnson and Bristol-Myers are working on a separation agreement that will govern their relations afterward. For an unknown time, the companies expect to pay each other for services related to administration, risk management, accounting, computer systems and other matters.
Mead Johnson owns factories in seven cities and employs about 5,000 workers worldwide. It had net sales of $2.6 billion in 2007 and profits of $422.5 million.
Mead Johnson was bought by Bristol-Myers Squibb in 1967.