Attached files
| file | filename |
|---|---|
| 8-K - Prestige Consumer Healthcare Inc. | v197001_8k.htm |
| EX-2.1 - Prestige Consumer Healthcare Inc. | v197001_ex2-1.htm |
| EX-99.2 - Prestige Consumer Healthcare Inc. | v197001_ex99-2.htm |
EXHIBIT 99.1
Prestige
Announces Agreement to Acquire Blacksmith Brands
IRVINGTON,
N.Y., September 20, 2010 – Prestige Brands Holdings, Inc. (“Prestige Brands” or
“Prestige”) (NYSE: PBH), a leading marketer of branded consumer products, today
announced that it has entered into a definitive agreement to acquire 100% of the
stock of Blacksmith Brands Holdings, Inc. (“Blacksmith Brands” or “Blacksmith”),
for $190 million in cash. Blacksmith, a portfolio company of Charlesbank Capital
Partners, owns five leading consumer over-the-counter ("OTC")
brands. The transaction is subject to customary closing conditions,
including clearance under the Hart-Scott Rodino Antitrust Improvements Act of
1976, and is expected to close during the fourth quarter of calendar year
2010.
The
brands being acquired are:
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Efferdent®, a powerful effervescence that cleans dentures and kills odor-causing
bacteria;
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Effergrip®, a zinc-free denture adhesive cream;
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PediaCare®, a well-known OTC cough/cold/allergy/sinus and fever remedy for
infants and children;
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Luden’s®, great-tasting throat drops that relieve sore, dry and scratchy
throats; and
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NasalCrom®, non-drowsy allergy prevention for allergy sufferers.
The
addition of these well-known brands strengthens Prestige's platform in its core
cough/cold and oral care categories, and represents a meaningful step towards
the Company’s commitment to increasing its presence in the OTC
arena. With the addition of these five brands, OTC products in the
Prestige portfolio now account for 75% of revenues and an even greater
percentage of brand contribution.
“Strategic
acquisitions in the OTC market are core to our shareholder value creation
strategy. We are strengthening Prestige’s position in key categories
with the additions of Efferdent®, PediaCare® and Luden’s®. These
three scale brands compete in attractive categories we know well, and they
provide a clear path for shareholder value creation through increased brand
support and line extensions,” said Matthew Mannelly, Prestige Brands Chief
Executive Officer. “This transaction is consistent with our strategy
of acquiring businesses that have strong consumer franchises and are important
to retailers,” he said.
“We have
a proven track record of successfully integrating brands into the Prestige
portfolio. The Blacksmith operating model mirrors the Prestige model,
and like Prestige, has strong free cash flow. The acquisition of
Blacksmith Brands represents a transformative and exciting opportunity for us,”
continued Mannelly.
The
acquisition is expected to be accretive to Prestige's earnings per share in
fiscal 2012 and provides excellent long-term growth opportunities for both sales
and earnings.
As part
of the transaction, Prestige will acquire tax attributes with a present value of
approximately $16 million, which would imply an effective purchase price of $174
million. To fund the transaction, Prestige will use a combination of
cash on the balance sheet and additional bank and/or bond
financing.
Sawaya
Segalas & Co., LLC, a leading consumer investment banking firm, is acting as
a financial advisor to Prestige with respect to the transaction.
Divestiture
of Cutex®
Simultaneously
with the announcement of the Blacksmith transaction, Prestige also announced the
divestiture of its Cutex® line of nail polish removers, the largest remaining
product in its personal care segment. The sale to Arch Equity Partners of St.
Louis was effective on September 1, 2010.
Conference
Call and Webcast
Matt
Mannelly, Prestige's Chief Executive Officer, and Pete Anderson, Prestige's
Chief Financial Officer, will discuss the Blacksmith transaction during a
special conference call for investors and other interested parties to be held
today at 10:00 AM eastern time. Details regarding call participation
are set forth below:
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Event:
Prestige
Brands Holdings, Inc. Special Conference
Call
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Date
and time: Monday, September 20, 2010, 10:00 a.m.
ET
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Instructions:
Domestic Callers (866) 383-8119; International Callers (617)
597-5344
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Pass
code 63714360.
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Replay
– available through October 4th, 2010 at 888-286-8010 (domestic callers)
or 617-801-6888 (international callers) with pass code
16714761.
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A slide
presentation will accompany the conference call and can be accessed at the
following link beginning at approximately 9:50 AM eastern time: http://ir.prestigebrands.com/phoenix.zhtml?c=182173&p=irol-presentations.
A
simultaneous webcast of the call for interested investors and others may be
accessed by visiting the Prestige Brands website at www.prestigebrandsinc.com
and clicking on “Webcasts & Presentations” in the Investor Relations
section.
About
Prestige Brands
Prestige
Brands markets and distributes brand name over-the-counter healthcare, personal
care and household products throughout the United States, Canada and certain
international markets. Key brands include Compound W® wart
treatments, Chloraseptic® sore throat relief and allergy treatment products,
New-Skin® liquid bandage, Clear Eyes® and Murine® eye care products, Little
Remedies® pediatric over-the-counter healthcare products, The Doctor's®
NightGuard® dental protector, Comet® and Spic and Span® household cleaners, and
other well-known brands.
About
Charlesbank Capital Partners
Charlesbank
Capital Partners is a middle-market private equity investment firm
managing more than $2 billion of capital. Charlesbank focuses on management-led
buyouts and growth capital financings, typically investing $50 million to $150
million per transaction in companies with enterprise values of $100 million to
$750 million. The firm seeks to partner with strong management teams to build
companies with sustainable competitive advantages and excellent prospects for
growth. For more information, visit www.charlesbank.com.
Forward-looking
Statements
When
included in this press release, words like “believes,” “belief,” “expects,”
“plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,”
“would” and similar expressions are intended to identify forward-looking
statements as defined by Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements, which include the
percentage of Prestige's revenues to be generated from OTC products and the
expected effects of the Blacksmith acquisition on 2012 earnings, involve a
variety of risks and uncertainties that could cause actual results to differ
materially from those projected therein. These risks and
uncertainties include, but are not limited to: general economic and business
conditions, changes in or failure to comply with existing regulations or the
inability to comply with new government regulations on a timely basis, our
ability to complete the acquisition of Blacksmith and the related financing, the
ability to meet debt service requirements, adverse changes in federal and state
laws relating to the over-the-counter health care industry, availability and
terms of capital, ability to attract and retain qualified personnel, ability to
successfully integrate newly acquired companies and brands, including Blacksmith
and its brands, changes in estimates and judgments associated with critical
accounting policies, business disruption due to natural disasters or acts of
terrorism, and various other matters described in our Annual Report on Form 10-K
and from time to time in our other filings with the Securities and Exchange
Commission, press releases, and other communications, many of which are beyond
management’s control.
Because
forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified, you should not rely on any
forward-looking statement as a prediction of future events. Prestige
expressly disclaims any obligation or undertaking to release publicly any
updates or changes in its expectations concerning the forward-looking statements
or any changes in events, conditions or circumstances upon which any
forward-looking statement may be based.
Contact: Dean
Siegal, Prestige Brands Holdings, Inc.
914-524-6819