Prestige Consumer Healthcare Inc. · NYSE:PBH
Prestige Consumer Healthcare — Prestige Brands Holdings — Merger or Acquisition (April 2014)
25 slides from Prestige Consumer Healthcare's merger presentation, Apr 25, 2014
Slide 1: Announcement of Pending Acquisitions
PRESTIGE BRANDS Investor Presentation 1 Announcement of Pending Acquisitions April 25, 2014 Exhibit 99.2
Slide 2: Safe Harbor Disclosure
PRESTIGE BRANDS Investor Presentation 2 This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements about the Company’s ability to seamlessly integrate the Insight and Hydralyte acquisitions, the sy
Slide 3: Agenda for Today's Discussion
PRESTIGE BRANDS Investor Presentation 3 ▪ Transaction Summary ▪ Overview ▪ Overview ▪ Financial Highlights ▪ The Road Ahead Agenda for Today’s Discussion Management Presenters Ron Lombardi CFO Matt Mannelly CEO & President
Slide 4: Overview of Recently Announced Acquisitions
PRESTIGE BRANDS Investor Presentation 4 Overview of Recently Announced Acquisitions ▪ Prestige Brands announced an agreement to acquire Insight Pharmaceuticals Corporation (“Insight”) for US$750 million − As part of the transaction, Prestige will acquire tax attributes with a present value of approx
Slide 5: Acquisitions Continue the Transformation of Prestige
PRESTIGE BRANDS Investor Presentation 5 Acquisitions Continue the Transformation of Prestige by Expanding into Attractive OTC Segments and Geographies Six Acquisitions Completed in Past Five Years Have More Than Tripled Prestige’s OTC Business North American Brands 2010 2012 2013 2014 2011 April 201
Slide 6: Insight Pharmaceuticals Overview
PRESTIGE BRANDS Investor Presentation 6 Insight Pharmaceuticals Overview Business Overview ▪ Insight is a marketer and distributor of feminine care and selected other OTC brands ▪ Key feminine care brands include: ▪ Select other niche, need - based brands include: ▪ Virtual operating model with outs
Slide 7: Addition of New, $125MM+ Platform in Feminine Care
PRESTIGE BRANDS Investor Presentation 7 Addition of New, $125MM+ Platform in Feminine Care ▪ #1 and only branded offering in the yeast infection treatment category ▪ Nearly 40 - year brand heritage ▪ Rx heritage positioning – approved for OTC use in 1991 ▪ #1 Dr. Recommendation ▪ Gold standard effic
Slide 8: Compelling Strategic and Financial Rationale: Meaningful Addition to Our OTC Portfolio
PRESTIGE BRANDS Investor Presentation 8 Compelling Strategic and Financial Rationale: Meaningful Addition to Our OTC Portfolio Transaction Meets Prestige’s Disciplined Strategic, Execution and Financial Acquisition Criteria ▪ Adds new, attractive scale OTC platform in Feminine Care − Strong brand an
Slide 9: Hydralyte Overview
PRESTIGE BRANDS Investor Presentation 9 Hydralyte Overview ▪ Hydralyte was launched in 2001 ▪ Brand has demonstrated exceptional growth ▪ Hydralyte is the market leader in Australian pharmacy OTC Oral Rehydration with 82% market share ▪ Six products approved to treat dehydration in newborns, infants
Slide 10: Compelling Strategic and Financial Rationale: Expansion of International Business
PRESTIGE BRANDS Investor Presentation 10 ▪ Adds growing, market leading brand in Australasian OTC category − #1 position in growing oral rehydration category − Strong strategic fit; doubles Prestige’s scale in Australasian geography − Rich brand extension opportunity set − Well aligned with Prestige
Slide 11: Prestige has Nearly Tripled its International Business in the Last Three Years
PRESTIGE BRANDS Investor Presentation 11 Prestige has Nearly Tripled its International Business in the Last Three Years 2011 2014 U.S. International ▪ Distributor model ▪ Predominantly established markets ▪ Local operations in Australia and New Zealand ▪ Proven M&A competency ▪ Beachhead for attract
Slide 12: Transactions Add to Prestige's Strategic OTC Category Platforms
PRESTIGE BRANDS Investor Presentation 12 Transactions Add to Prestige’s Strategic OTC Category Platforms ~$130 ~$120 ~$120 ~$100 ~$90 ~$80 ~$50 ~$10 Feminine Care Cough Cold Analgesics Derm. Eye & Ear Oral Care Sleep Aids Other Insight Other Insight ~$40 Other Prestige PL Other Prestige GI Other Oth
Slide 13: Transactions Meaningfully Enhance Prestige's Scale and Profitability
PRESTIGE BRANDS Investor Presentation 13 Transactions Meaningfully Enhance Prestige’s Scale and Profitability…Approx. $800MM in Sales and $300MM Pro Forma Adjusted EBITDA Net Sales Pro Forma Adjusted EBITDA (1) Scale Profitability Pro Forma Adjusted Gross Margin (% Net Sales) Pro Forma Adjusted EBIT
Slide 14: Operating Model Generates Superior Free Cash Flow and Conversion
PRESTIGE BRANDS Investor Presentation 14 Prestige’s Operating Model Generates Superior Free Cash Flow and Free Cash Flow Conversion Dollar values in millions (1) Free Cash Flow is a Non - GAAP financial measure and is defined as Net Cash Provided by Operating Activities less Capital Expendit ures (2
Slide 15: Tax-Efficient Acquisitions Materially Improve Free Cash Flow Conversion
PRESTIGE BRANDS Investor Presentation 15 Tax - Efficient Acquisitions Materially Improve Free Cash Flow Conversion 4 – 7 $ 35 $ 10 $ 50 12 5 2 15 13 5 2 15 13 40 15 125 1 – 15 30 15 100 Total ~$ 120 ~$ 45 ~$ 300 North American Brands Years Remaining Annual Tax Amortization Annual Cash Tax Savings Pr
Slide 16: Expected Financing Structure
PRESTIGE BRANDS Investor Presentation 16 Expected Financing Structure Takes Advantage of Attractive Environment and Superior Cash Flow Characteristics Transactions Financing ▪ Transactions are expected to be financed through cash on hand, availability through Prestige’s revolving credit agreement, a
Slide 17: Strong Cash Flow Conversion Drives Rapid Deleveraging
PRESTIGE BRANDS Investor Presentation 17 Strong Cash Flow Conversion Drives Rapid Deleveraging Consistent with Historical Acquisitions Leverage (1) North American Brands +1.0x (1) Leverage ratio reflects net debt / covenant defined EBITDA (2) Interest Coverage reflects cash interest expense / Pro Fo
Slide 18: Proven Integration Model for Efficient and Rapid Transition of Acquired Brands
PRESTIGE BRANDS Investor Presentation 18 Proven Integration Model for Efficient and Rapid Transition of Acquired Brands Sales & Distribution Brand Building Regulatory / Quality Assurance ▪ Integrate sales structure with Prestige’s current model Expect Integration to be Meaningfully Complete within S
Slide 19: Prestige Today: Investment Highlights
PRESTIGE BRANDS Investor Presentation 19 Prestige Today: Investment Highlights ▪ Diversified consumer healthcare company competing in attractive OTC market ▪ Portfolio of trusted brands with durable consumer franchises across multiple strategic platforms – Strong positions in key OTC categories (eye
Slide 20: Strong Consumer Franchise Across Attractive OTC Categories
PRESTIGE BRANDS Investor Presentation 20 Strong Consumer Franchise Across Attractive OTC Categories Cough/Cold Eye/Ear Fem. Care Analgesics G.I. ~$130 ~$120 ~$120 ~$100 ~$90 Dollar values in millions
Slide 21: Prestige's Proven Track Record of Growth
PRESTIGE BRANDS Investor Presentation 21 Prestige’s Proven Track Record of Growth Consensus Actual 19.9% CAGR Net Sales Adjusted EBITDA Adjusted EPS 23.3% CAGR 22.3% CAGR Dollar values in millions (1) Adjusted EBITDA may be found in our Earnings Releases for each respective year ended March 31 (2) F
Slide 22: Strategic Transactions Expand Our Scale in the Consumer Healthcare Market
PRESTIGE BRANDS Investor Presentation 22 Strategic Transactions Expand Our Scale in the Consumer Healthcare Market ▪ These acquisitions, upon completion, are an important step towards solidifying our position as a leading OTC company ▪ Hydralyte reinforces Prestige’s position in the high - growth Au
Slide 23: Prestige's Transformation and the Road Ahead
PRESTIGE BRANDS Investor Presentation 23 Prestige’s Transformation and the Road Ahead Revenue Free Cash Flow (2) Adj. Gross Margin Adj. EBITDA Margins (1) FY 2011 FY 2012 FY 2010 FY 2013 $336 $441 $624 $800 53% 52% 57% ~60% 30% 30% 35% 37%+ $59 $67 $127 ~$175 PF FY 2015 $86 $293 52% 30% The Road to
Slide 24: Drivers of Our Long-term Value-Creation Strategy
PRESTIGE BRANDS Investor Presentation 24 Drivers of Our long - term Value - Creation strategy + + Expect Year 1 Pro Forma Adjusted E.P.S of $1.90 – $2.00 Free Cash Flow +40% $125 (1) ~$175 (2) Dollar values in millions except for per share figures (1) Expected Cash Flow from Operations of approximat
Slide 25: PRESTIGE BRANDS Investor Presentation 25
PRESTIGE BRANDS Investor Presentation 25
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