News Releases
The Board noted the following reasons, among others, in supporting its determinations:
-
Genomma Lab’s Proposal Is Inadequate And Not Compelling.
The Genomma Lab proposal is not compelling on key financial metrics. The proposal reflects only a 23% premium to Prestige Brands’ closing price of$13.50 per share on the last trading day prior to the public announcement. This premium is well below comparable transactions, at a time when Prestige Brands’ stock price was increasing to reflect the benefits of its recent acquisitions and on the heels of another strong quarter. In addition, the implied EBITDA multiple is meaningfully lower than comparable transactions and well below the intrinsic value of the Company, especially when taking into account Prestige Brands’ scale, high-quality branded OTC portfolio, significant tax attributes and scarcity value. -
Genomma Lab’s Timing Is Opportunistic.
Prestige Brands recently completed its third and largest acquisition of OTC brands in the last 15 months, barely three weeks beforeGenomma Lab went public with its proposal. With these transactions now consummated,Prestige Brands is well on its way to achieving its planned long-term transformation into a large-scale, diversified OTC company with upside opportunities arising from its expanded portfolio of core OTC brands. The market had just begun to recognize the benefits of this successful strategy and the Company’s share price had increased to a new 52-week high whenGenomma Lab rushed to make its unsolicited public proposal. -
Genomma Lab’s Proposal Lacks Detail And Is Highly Conditional.
The Board believes a credible acquisition proposal must deliver both
compelling value and certainty by including, among other things,
evidence of financial resources sufficient to complete a transaction
in a timely fashion. In addition, any proposal must contain sufficient
detail to demonstrate that it provides market-standard provisions that
assure certainty of completion.
The Genomma Lab proposal does not include debt commitments and is also conditioned on the approval of its shareholders, due diligence and other unspecified matters.
The Prestige Brands Board is open to considering offers that would maximize value for stockholders and minimize disruption while the Company is integrating its recent acquisitions. Accordingly, the Board has taken steps to resolve the uncertainty created by Genomma Lab’s unsolicited proposal quickly and in the best interests of all stakeholders, including implementing a short-term shareholder rights plan and scheduling an earlier annual meeting.
About
The Company markets and distributes brand name over-the-counter and
household cleaning products throughout the U.S.,
Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the
meaning of the federal securities laws that are intended to qualify for
the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. “Forward-looking statements” generally
can be identified by the use of forward-looking terminology such as
“assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,”
“may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,”
“believe,” “potential,” or “continue” (or the negative or other
derivatives of each of these terms) or similar terminology.
Forward-looking statements in this news release include, without
limitation, statements regarding a possible transaction involving the
Company. These statements are based on management’s estimates and
assumptions with respect to future events and are believed to be
reasonable, although they are inherently uncertain and difficult to
predict. Actual results could differ materially from those expected as a
result of a variety of factors. A discussion of factors that could cause
results to vary is included in the Company’s Annual Report on Form 10-K
and other periodic reports filed with the
Source:
Investors
Prestige Brands Holdings, Inc.
Dean Siegal
914-524-6819
or
MacKenzie
Partners Inc.
Dan Burch or Bob Marese
212-929-5500
or
Media
Sard
Verbinnen & Co
Hugh Burns or Robin Weinberg
212-687-8080