Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): September
21, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32433
|
20-1297589
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
Identification No.)
|
90
North Broadway, Irvington, New York 10533
(Address
of principal executive offices, including Zip Code)
(914)
524-6810
(Registrant’s
telephone number, including area code)
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Agreement
to Acquire Wartner USA B.V.
On
September 21, 2006, Medtech Products Inc. (“Medtech”), a wholly-owned subsidiary
of Prestige Brands Holdings, Inc. (the “Registrant”), executed a Stock Sale and
Purchase Agreement, dated as of September 21, 2006 (the “Agreement”), by Lil’
Drug Store Products, Inc. (“LDS”), Wartner USA (“Wartner”), certain of LDS’
shareholders and Medtech, pursuant to which Medtech acquired all of the issued
and outstanding capital stock of Wartner. The aggregate purchase price for
the
shares of Wartner was $31,500,000, subject to certain adjustments as set forth
in the Agreement, plus certain earnout payments through December 31, 2011.
On
September 21, 2006, at the closing, Medtech paid $31,050,684 to LDS pursuant
to
the terms of the Agreement. The Registrant estimates the present value of the
earnout payments to be approximately $5,000,000. The Agreement contains
customary representations and warranties as well as indemnification provisions
which terminate at varying times.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 1.01 above is incorporated by reference as if
fully set forth herein. A copy of the press release announcing the completion
of
the acquisition of all of the issued and outstanding capital stock of Wartner
is
furnished with this report as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
Exhibit
|
|
Description
|
|
99.1
|
Press
Release dated September 25, 2006 announcing the acquisition of Wartner
USA
B.V. (furnished only).
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
September 27, 2006 PRESTIGE
BRANDS
HOLDINGS, INC.
By:
/s/
Charles N. Jolly
Name:
Charles N.
Jolly
;
Title:
Secretary and General Counsel
EXHIBIT
INDEX
|
Exhibit
|
|
Description
|
|
99.1
|
|
Press
Release dated September 25, 2006 announcing the acquisition of Wartner
USA
B.V. (furnished only).
|
Prestige
Brands Holdings, Inc. Expands Presence in Wart Treatment Products Category
with
Acquisition of Wartner® Brand
Irvington,
NY, September 25, 2006—Prestige Brands Holdings, Inc. (PBH-NYSE) today announced
the acquisition of the Wartner® brand of over-the-counter wart treatment
products from Lil’ Drug Store of Cedar Rapids, Iowa for approximately $31
million in cash. In addition to the purchase price, the Company will be
responsible for contingent earn out payments approximating $5 million to a
former owner.
Wartner
is the #3 brand in the U.S. over-the-counter wart treatment category with
approximately $12 million in trailing 12 month sales. The line consists of
two
products which compete within the cryosurgical segment of the wart treatment
products category. These include Wartner® Original for common and plantar warts
and Wartner® Plantar for stubborn plantar warts. In this transaction, Prestige
is acquiring the rights to Wartner® for all of North America, including Canada
and Mexico. Wartner is a patented product in the U.S. and has a patent
application pending in Canada where it also has a leading position in the
category.
Prestige
currently markets the Compound W® wart treatment line which includes Compound W®
Freeze Off and six other non-cryosurgical products for wart removal. Compound
W
accounted for approximately 9% of Prestige Brands’ fiscal 2006 net
sales.
“The
strategic acquisition of a second brand in the over-the-counter wart treatment
category will make Prestige the leading marketer in this category with a share
approaching 50%,” said Peter C. Mann, Chairman of the Board and Chief Executive
Officer. “The addition of a second patented technology to complement the
patented technology currently utilized in our Compound W Freeze Off® will
provide operating flexibility and opportunity to expand the options for consumer
home treatment of warts,” he added.
The
transaction is structured as an asset purchase for tax purposes resulting in
a
cash benefit from tax amortization with a net present value of approximately
$6
million. The acquisition will be financed with cash from the balance sheet.
The
Company expects the Wartner line to be fully integrated into the Prestige
infrastructure by the end of the calendar year, and expects it to be modestly
accretive to fiscal 2007 sales and earnings.
Conference
Call
The
Company will host a conference call to discuss the transaction on Monday,
September 25, 2006 at 4:30pm Eastern time. The toll free number is 800-798-2796.
International callers may dial 617-614-6204. The conference password is
“prestige”. The Company will provide a live internet webcast of the call, as
well as an archived replay, which can be accessed from the Investor Relations
page of www.prestigebrandsinc.com. The dial-in number for the replay only is
888-286-8010. The international replay number is 617-801-6888. The passcode
is
34550204.
About
Prestige Brands Holdings, Inc.
Located
in Irvington, New York, Prestige Brands Holdings, Inc. is a marketer and
distributor of brand name over-the-counter drug, personal care and household
cleaning products sold throughout the U.S. and Canada. Key brands include
Compound W® wart remover, Chloraseptic® sore throat treatment, New-Skin® liquid
bandage, Clear eyes® and Murine® eye care products, Little Remedies® pediatric
over-the-counter products, Cutex® nail polish remover, Comet® and Spic and Span®
household cleaners and other well-known brands.
Forward
Looking Statements
Note:
This news release contains "forward-looking statements" within the meaning
of
the federal securities laws and is 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. The "forward-looking statements" include,
without limitation, statements regarding the outlook for Prestige Brands
Holdings' market and the demand for its products, earnings per share, future
cash flows from operations, future revenues and margin requirement and
expansion, the success of new product introductions, growth in costs and
expenses, and the impact of acquisitions, divestitures, restructurings and
other
unusual items, including Prestige Brands Holdings' ability to integrate and
obtain the anticipated results and synergies from its acquisitions. These
projections and statements are based on management's estimates and assumptions
with respect to future events and financial performance and are believed to
be
reasonable, though are inherently uncertain and difficult to predict. Actual
results could differ materially from those projected as a result of certain
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 and other reports
filed with the Securities and Exchange Commission.
Contact:
Prestige
Brands Holdings, Inc.
Dean
Siegal, 914-524-6819