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here to printGenomma announces $834 million proposal to acquire Prestige
02-23-2012
SHARING OPTIONS:
MEXICO CITY—Genomma Lab Internacional, S.A.B. de C.V. has
announced the submission of a non-binding proposal to acquire all outstanding
shares of Prestige Brands Holdings, Inc. common stock for $16.60 per share in
cash, for a total value of approximately $834 million, not including Prestige’s
net debt. The proposal represents a 23 percent premium over Prestige’s closing
stock price on Feb. 17 and a 47 percent premium over the three-month historical
average of the share price as of Feb. 17.
The proposal was delivered to the Chairman and CEO of
Prestige, Matthew M. Mannelly, in a letter from Rodrigo Herrera Aspra, CEO and
Chairman of Genomma. Genomma’s board unanimously supports the proposal, which
is subject to due diligence, the negotiation of definitive documentation and
customary corporate and regulatory approvals.
“We believe this is an extremely compelling offer with
undeniable strategic and industrial logic, and we are confident that your
stockholders will find it extremely attractive. We believe that bringing
together our two highly complementary companies would create substantial value.
As part of this uniquely compelling combination, Prestige would be well
positioned to achieve higher growth than it could on a stand-alone basis,”
Aspra said in the letter.
Genomma’s letter noted that its decision to make the
proposal known to Prestige’s shareholders was based on “the unique opportunity
presented by our proposal for your shareholders to realize full and immediate
value.” It pointed out that the offer price represents “the highest price that
[Prestige’s] stock has reached since June 2005.”
Aspra added that Genomma is very serious about the proposal
and is “prepared to proceed expeditiously and, with your cooperation, believe
we can be in position to announce a definitive agreement within two to three
weeks.” The company strongly prefers to negotiate a “mutually acceptable
transaction and avoid unnecessary costs,” he continued, and is ready at any
time to meet for discussions as they believe “time is of the essence.”
“We have a high regard for your operations, management and
talented employees, and we are mindful that you and your management team have
contributed greatly to Prestige's success. Genomma contemplates continued
employment of Prestige's management and employees following the consummation of
a transaction,” he said.
In response to the proposal, Prestige announced that it
would review the letter and respond in due course, though the company noted
that it was “puzzled” by Genomma’s approach.
“The ‘offer’ described in the letter is highly conditional,
requiring, among other things, due diligence, significant financing and Genomma
Lab shareholder approval,” Prestige noted in a press release. “Given the
extensive conditionality, combined with the absence of detail and the expressed
preference for a negotiated transaction, we are puzzled by Genomma Lab’s
decision to go public without any attempt to first engage in discussions with,
or make a proposal to, the board of directors of Prestige Brands. The Company
advises shareholders that they need not take any action at this time in
response to Genomma Lab’s letter.”
Prestige markets and distributes brand-name OTC products in
a variety of areas, including cold, allergy, sinus, oral, eye and skin care.
Some of its brands include Chloraseptic, Luden’s, Dramamine, Beano and Clear
Eyes.
Code: E02231201
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