Prestige Consumer Healthcare Inc. · NYSE:PBH
Prestige Consumer Healthcare — Prestige Brands Holdings — Merger or Acquisition (December 2016)
24 slides from Prestige Consumer Healthcare's merger presentation, Dec 23, 2016
Slide 1: Announcement of Agreement to Acquire C.B. Fleet Company, Inc.
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. December 23, 2016 Exhibit 99.2
Slide 2: Safe Harbor Disclosure
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 2 This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the expected timing for consummating the acquisition of Fleet; t
Slide 3: Agenda for Today's Discussion
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 3 Agenda for Today’s Discussion I. Transaction Summary II. Overview III. Strategic Rationale and Financial Highlights IV. The Road Ahead
Slide 4: I. Transaction Summary
I. Transaction Summary
Slide 5: Transaction Overview
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 5 Transaction Overview Prestige Brands announced an agreement to acquire C.B. Fleet Company, Inc. (“Fleet") for $825 million – Fleet has Revenue of approximately $205 (1) million – Purchase price represents ~11x Pro Forma Adjusted EBITD
Slide 6: II. Fleet Overview
i. Fleet > Overview Laboratories, E Fleet. Summers Eve ge Go im Om
Slide 7: A Leading Consumer Healthcare Company with Strong Heritage
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 7 A Leading, Consumer Healthcare Company with Strong Heritage Founded in 1869 Based in Lynchburg, VA Leading , privately - held Consumer Healthcare Company that manufactures and markets a cohesive portfolio of market - leading brand
Slide 8: Portfolio of Leading, Scale Consumer Healthcare Brands
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 8 Infant Care Feminine Care Gastrointestinal Care Portfolio of Leading, Scale Consumer Healthcare Brands Category Rank: # 1 # 1 # 1 Source: IRI MULO L52 week period ending 11/27/16
Slide 9: A Focused, High Performing Portfolio
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 9 2013A 2014A 2015A 2016 Sept. LTM 16.8% Feminine Care Gastrointestinal Care Infant Care A Focused, High Performing Portfolio Attractive Revenue Growth Focused Category Presence High Single Digits CAGR Note: Pie chart refers to Fleet Reve
Slide 10: The Most Comprehensive Feminine Hygiene Offering
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 10 The Most Comprehensive Feminine Hygiene Offering
Slide 11: Competes in Largest and Fastest Growing Segment of Feminine Care
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 11 Feminine Hygiene Fastest Growing and Accelerating Feminine Hygiene Largest Segment Feminine Hygiene Role Within Feminine Care Competes in Largest and Fastest Growing Segment of Feminine Care Feminine Hygiene represents the largest se
Slide 12: Other Brands Complement Current Categories of Focus
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 12 Other Brands Complement Current Categories of Focus Positioning Over 140 Years of Fast, Gentle, & Effective Relief Serious Relief for Serious Gas & Heartburn Keeping Kids Regular Let’s Kick Some Rash Year Launched 1953 1970 (Acquired 2
Slide 13: Opportunity to Leverage World Class Manufacturing Platform
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 13 Opportunity to Leverage World Class Manufacturing Platform Wholly - owned 310,000 square foot facility in Lynchburg , VA on 14.9 acres Efficient and scalable manufacturing capabilities include blow molding, processing, filling and
Slide 14: III. Strategic Rationale and Financial Highlights
III. Strategic Rationale and Financial Highlights
Slide 15: Transaction Meets Prestige's Disciplined Acquisition Criteria
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 15 Transaction Meets Prestige’s Disciplined Strategic, Execution and Financial Acquisition Criteria Attractive brand and category – Leading positions in highly attractive product categories – Superior growth profile with meaningful runw
Slide 16: Adds Another Large Scale Brand Averaging Over $100MM at Retail
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 16 Adds Another Large Scale Brand Averaging Over $100MM at Retail FY 10 FY 13 Today (Pro Forma for Fleet) Source: IRI MULO+C - Store (Retail Dollar Sales) +2.1x +1.6x
Slide 17: Clear Path for Value Creation
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 17 Sales & Distribution Leverage Prestige's scale to expand distribution Strengthen and accelerate international growth Brand Building Invest meaningfully in Fleet’s brands and accelerate new product pipeline Broaden established l
Slide 18: Strengthens Scale and Portfolio Composition
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 18 Achieve “Invest for Growth” Target Greater Proportion of #1 / #2 Brands Meaningfully Enhanced Scale Improved Key Category Exposure (Pro Forma) ~$800 ~$1,000 Standalone Pro Forma ~80% ~85% Standalone Pro Forma ~70% ~75% Standalone Pro F
Slide 19: Industry Leading Free Cash Flow Provides Rapid Deleveraging
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 19 Industry Leading Free Cash Flow Provides Rapid Deleveraging Transactions Financing Transaction is expected to be financed with cash on hand, availability through Prestige’s existing credit facilities, the issuance of additional debt,
Slide 20: IV. The Road Ahead
IV. The Road Ahead E Fleet. Summers Eve ge Cr oo mm CP =
Slide 21: Key Drivers of Long-Term Shareholder Value
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 21 3 Key Drivers of Long - Term Shareholder Value Deliver Industry - Leading and Consistent Free Cash Flow Strategic and Disciplined M&A Strategy Grow Our Invest for Growth Portfolio Portfolio of recognizable brands in attractive consum
Slide 22: Repeatable and Consistently Disciplined Approach to M&A
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 22 Repeatable and Consistently Disciplined Approach to M&A Eight Acquisitions in Past Six Years Platform Expansion Geographic Expansion 2010 2012 2013 2014 2011 April 2014 July 2013 April 2014 December 2011 December 2010 September 2010 No
Slide 23: Prestige's Value Proposition
Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 23 Prestige’s Value Proposition Diversified Portfolio of Leading, Trusted Brands 1 Leading Branded Competitor Across Key Categories 2 Established Organic Growth Playbook 3 Scalable and Efficient Platform 4 Organic Growth Reinforced by M&A
Slide 24: Q&A
Q&A Announcement of Agreement to Acquire C.B. Fleet Company, Inc. 24
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