IRVINGTON, N.Y.--(BUSINESS WIRE)--May. 3, 2012--
Prestige Brands Holdings, Inc. (NYSE:PBH) today issued the following
statement in response to Genomma Lab’s withdrawal of its unsolicited
acquisition proposal:
“Prestige has stated repeatedly that it is open to considering offers
that would create compelling value for stockholders and offer certainty
of closing. That is still the case. Prestige’s Board of Directors
carefully reviewed Genomma's proposal with the assistance of its
financial and legal advisors and, after thorough consideration in
accordance with its fiduciary duties, determined that the proposed price
was inadequate and the proposal was not in the best interests of
Prestige Brands and its stockholders. Over the past three years,
Prestige has transformed its business through initiatives that have
accelerated growth for its core OTC brands and acquisitions that have
bolstered its position in the OTC market. The Company remains confident
that its proven brand-building strategies will enable it to continue to
deliver superior value and looks forward to updating stockholders on its
strong performance and ongoing strategy in its upcoming earnings release
and presentation on May 17, 2012.”
Sawaya Segalas & Company, LLC and Morgan Stanley & Co. LLC are financial
advisors to the Company and Kirkland & Ellis LLP is legal counsel.
About Prestige Brands Holdings, Inc.
The Company markets and distributes brand name over-the-counter and
household cleaning products throughout the U.S., Canada, and certain
international markets. Core brands include Chloraseptic® sore throat
treatments, Clear Eyes® eye care products, Compound W® wart treatments,
The Doctor’s® NightGuard® dental protector, the Little Remedies® and
PediaCare® lines of pediatric over-the-counter products, Efferdent®
denture care products, Luden’s® throat drops, Dramamine® motion sickness
treatment, BC® and Goody’s® analgesics, Gaviscon® antacid and Beano® gas
treatment.
Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the
meaning of the federal securities laws. “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 Securities and Exchange
Commission (the “SEC”).
Additional Information
This communication does not constitute an offer to buy or a solicitation
of an offer to sell any securities. No tender offer for the shares of
the Company has commenced at this time. If a tender offer is commenced,
the Company will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC within 10 business days from the date of
commencement of such tender offer. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed with the SEC
by the Company through the SEC’s website at www.sec.gov
and the Company’s website at www.prestigebrands.com,
or by directing a request to Prestige Brands Holdings, Inc., 90 North
Broadway, Irvington, New York 10533, Attn: Investor Relations.
The Company has filed with the SEC a preliminary proxy statement in
connection with its 2012 Annual Meeting of Stockholders. The Company
expects to file with the SEC a definitive proxy statement in connection
with its 2012 Annual Meeting of Stockholders and may file other proxy
soliciting materials in connection therewith. Any definitive proxy
statement will be mailed to stockholders of the Company. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of these documents (when available) and other documents
filed with the SEC by the Company through the SEC’s website at www.sec.gov
and the Company’s website at www.prestigebrands.com,
or by directing a request to Prestige Brands Holdings, Inc., 90 North
Broadway, Irvington, New York 10533, Attn: Investor Relations.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers and
other employees are deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with its 2012
Annual Meeting of Stockholders. Security holders may obtain information
regarding the names, affiliations and interests of the Company’s
directors and executive officers in the Company’s Annual Report on Form
10-K for the fiscal year ended March 31, 2011, which was filed with the
SEC on May 13, 2011, and its preliminary proxy statement for the 2012
Annual Meeting of Stockholders, which was filed with the SEC on April
25, 2012. To the extent holdings of the Company’s securities have
changed since the amounts disclosed in the preliminary proxy statement
for the 2012 Annual Meeting of Stockholders, such changes have been or
will be reflected on Statements of Changes in Beneficial Ownership of
Securities on Form 4 filed with the SEC. Additional information
regarding the participants in any proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, is included in the preliminary proxy statement the Company
has filed with the SEC in connection with its 2012 Annual Meeting of
Stockholders. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed with the SEC
by the Company through the SEC’s website at www.sec.gov
and through the Company’s website at www.prestigebrands.com,
or by directing a request to Prestige Brands Holdings, Inc., 90 North
Broadway, Irvington, New York 10533, Attn: Investor Relations.
Source: Prestige Brands Holdings, Inc.
Investors
Prestige Brands Holdings, Inc.
Dean Siegal,
914-524-6819
or
MacKenzie Partners Inc.
Dan Burch or Bob
Marese
212-929-5500
Media
Sard Verbinnen & Co
Hugh
Burns or Robin Weinberg
212-687-8080
