Prestige Brands Comments on Genomma Lab’s Intention to Nominate Directors
March 15 2012 - 5:42PM
Business Wire
Prestige Brands Holdings, Inc. (NYSE - PBH) today issued the
following statement in response to receipt of notice that Genomma
Lab Internacional, S.A.B. de C.V. is seeking to nominate five
individuals for election to Prestige Brands’ Board of Directors at
the Company’s 2012 Annual Meeting of Stockholders, scheduled for
June 29, 2012. On February 21, 2012, Genomma Lab made an
unsolicited proposal to acquire Prestige Brands for $16.60 per
share in cash.
“Genomma's sole purpose in seeking to propose a slate of
nominees is to advance its inadequate and highly conditional
proposal and to seek to acquire Prestige Brands at the lowest
possible price. Prestige Brands is committed to maximizing
stockholder value, and would be open to compelling, fully financed
offers that provide certainty of closing. The Prestige Brands
Board, comprised of independent, high-quality directors, previously
rejected Genomma’s unsolicited highly conditional proposal, and
determined that the proposed price is inadequate and the proposal
is not in the best interests of the Company and its
stockholders.”
The Company will evaluate the notice in accordance with the
Company’s bylaws and applicable law, and the Prestige Brands Board
will make a recommendation with respect to nominations in due
course that is in the best interests of all of the Company’s
stockholders.
Sawaya Segalas & Company, Inc., 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 intends to file with the SEC and mail to its
stockholders a proxy statement in connection with its 2012 Annual
Meeting of Stockholders. 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
may be 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 proxy statement for the 2011
Annual Meeting of Stockholders, which was filed with the SEC on
June 30, 2011. To the extent holdings of the Company’s securities
have changed since the amounts disclosed in the proxy statement for
the 2011 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, will also be included in the proxy statement
that the Company intends to file 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.
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