Prestige Consumer Healthcare Inc. · NYSE:PBH
Prestige Consumer Healthcare — Prestige Brands Holdings — Proxy Contest (April 2012)
26 slides from Prestige Consumer Healthcare's proxy contest presentation, Apr 27, 2012
Slide 1: Genomma Lab's Offer to Acquire Prestige Brands
Genomma Lab’s Offer to Acquire Prestige Brands April 26, 2012
Slide 2: Executive Summary
Executive Summary
Slide 3: Genomma's All Cash Proposal Offers Prestige Shareholders Compelling Value
Genomma’s All Cash Proposal Offers Prestige Shareholders Compelling Value * At $16.60 per share, Genomma’s offer values Prestige’s equity at $856 million, which represents a: (1) — 23% premium to the 1 day prior to announcement compared to a median 1-day premium paid in the sector over the last 10 y
Slide 4: Deal Certainty — Conditions Have Been Largely Removed
Deal Certainty — Condi ions Have Been Largely Removed « Received Genomma shareholder approval on March 29, 2012 for the Shareholder wv proposed transaction Approval « Shareholders also delegated authority to the Board to finalize the negotiations * Transaction requires only customary financial and r
Slide 5: Prestige Refuses to Engage Despite Genomma Addressing Its Concerns
Prestige Refuses to Engage Despite Genomma Addressing Its Concerns Regarding Genomma’s Proposal Prestige management continues to refuse a dialogue in spite of clear quidance that conditionalities have largely been removed and potential price flexibility exists subject to igence — On April 5, 2012, G
Slide 6: Lack of Organic Growth
Lack of Organic Growth * Prestige’s results are largely absent of any organic growth since its initial public offering (“IPO”), including the Company’s most recent reported periods — In FY 2011, the first full year under the current management team, Prestige had organic growth of 1.7% — For the firs
Slide 7: Prestige Brands — A Roll-Up Strategy and Business Model at Its Core
Prestige Brands — A Roll-Up Strategy and Business Model at Its Core * Prestige management has been successful in acquiring brands and integrating them into the business * Acquisitions have, however, been Prestige’s only source of growth and value creation in the 2+ years since the current management
Slide 8: Prestige Faces Significant Challenges as a Standalone Company
Prestige Faces Significant Challenges as a Standalone Company * Continuing pressure on Prestige’s household products business — Household products revenue declined 6.9% in the first nine months of FY 2012 primarily due to lower sales of Comet — Management has announced a plan to “stabilize” its hous
Slide 9: Genomma is Better Positioned to Reinvigorate Prestige's Growth
Genomma is Better Positioned to Reinvigorate Prestige’s Growth in Ways Unattainable as a Standalone Company * Genomma will make the type of investment required to create sustainable organic growth — Genomma has internally developed most of its more than 80 brands and has taken them to the number 1 o
Slide 10: Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige
Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige Prestige Claims Genomma Perspective * Genomma’s timing is opportunistic and intercepted a rising stock price Opportunistic implies bidding at a low point - Meanwhile, Prestige shares climbed 43% following the announcement of th
Slide 11: Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige
Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige Prestige Claims ) Genomma Perspective * Average premium paid in precedent M&A | Prestige’s analysis goes back 20 years transactions is 39% - ; * It is customary to measure transactions across a more current period, excluding ou
Slide 12: Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige
Shareholders Should Carefully Scrutinize Certain Claims Made by Prestige Prestige Claims Genomma Perspective * Peer group has radically changed Investor Presentation Peers 10-K Reported Peers Helen of Troy Helen of Troy wo-40 wo-40 Elizabeth Arden ‘Church & Dwight The Hain Celestial Group —_| The Cl
Slide 13: Prestige Share Price Performance
Prestige Share Price Performance
Slide 14: The Company's Organic Growth Has Been Flat Since 2010
The Company’s Organic Growth Has Been Flat Since 2010 Revenue Bridge: FY 2010 to FY 2011 + Prestige exhibited less than 2% organic growth in FY 2011 — The revenue contribution from the Dramamine and Blacksmith Brands acquisitions was almost exactly equal to Prestige’s total year-over-year revenue in
Slide 15: Prestige Has Historically Traded at a Significant Discount to Its Peers
Prestige Has Historically Traded at a Significant Discount to Its Peers Historical EV / LTM EBITDA multiples ar Trailing Average Prior to Offer + Prestige has consistently 19x 40-G Reported Peers 10.0x been valued at a Chattem 11.8x significantly lower multiple Prestige 8.0x than its peers (19.3%) (
Slide 16: Prestige's Near-Term Prospects Were Reflected in the Company's Stock Price
Prestige’s Near-Term Prospects Were Reflected in the Company’s Stock Price Prior to Genomma’s Offer Management Guidance “I think we all know, in the OTC market, the OTC market is a steady and slow market. And if you look at OTC in general the last two to three years, it's a plus 1% or 2% market over
Slide 17: The Value of the GSK Deal, Including the Tax Asset, Was Reflected in Stock Price
The Value of the GSK Deal, Including the Tax Asset, Was Reflected in Prestige’s Stock Price Prior to Genomma’s Proposal Prestige Trading Performance. + Value of GSK deal had accreted into Prestige’s Price stock price “ — Between the announcement and close of the GSK deal, si Prestige appreciated 43%
Slide 18: Price Rationale
Price Rationale
Slide 19: Genomma's Proposal Represents a Compelling Value for Prestige Shareholders
Genomma’s Proposal Represents a Compelling Value for Prestige Shareholders Prestige Shareholder Proposal Genomma Shareholder Approval $16.60 per share (100% cash) 23% premium to the unaffected stock price of $13.50 on February 17, 2012 — 33% premium to the 30 days prior to announcement 9.3x LTM EBIT
Slide 20: Genomma's Offer Premium is Consistent with Similar Completed Transactions
Genomma’s Offer Premium is Consistent with Similar Completed Transactions Over the Last 10 Years 1-Day Premium ( 30-Day Premium 35% 35%) 32.80% any aon 28.9% 26.7% 25.4% 25% | 23.0% 24 1s 25% 21.2% : 20% 20% 15% 15% 10% 10% 5% 5% 0% + 0% Genomma All Consumer & Consumer Genomma All Consumer & Consume
Slide 21: Compelling Value Post GSK Acquisition
Compelling Value Post GSK Acquisition Genomma Offer Multiples Analysis ax 10.7% 10x ioe é x 748 Zz & 2 é 4 2 ox Sk Brands NA Genomma Implied Transaction Offer for Genomma Offer Value Prestige for Legacy Prestige (excl. GSK) ‘Genonma Offer (SMilicns, except per share data) @$16.60 per Share ‘Genomma
Slide 22: Median Multiple Prestige has Paid for Its Acquisitions is 7.4x
Over the Last 2 Years, the Median Multiple Prestige has Paid for Its Acquisitions is 7.4x The Prestige acquisitions account for ~60% of the Company's EBITDA and have not generated any meaningful organic growth, yet the Genomma offer is a significant premium to those valuations TEV / LTM EBITDA 12x M
Slide 23: Precedent Transactions and Peer Group Trading Levels
Precedent Transactions and Peer Group Trading Levels Offer is in line with precedents and peers, and represents a significant premium to any value that Prestige has recently achieved or at which it has acquired TEV / LTM EBITDA 12x ' 10.5x ! ' 1 9.1x | 9.3x 9x H ' 7.4% t ' ! 6x | ! Yyy ! Y ! LC Y 3x
Slide 24: Conclusions
Conclusions
Slide 25: Pro-Shareholder Governance Proposals
Pro-Shareholder Governance Proposals Genomma’s Proposals Rationale for Proposals Fill the five Prestige directorships up for election with Genomma’s nominees Elect highly-qualified, independent directors to the Board Repeal any by-law amendments adopted by Prestige’s Board of Directors without share
Slide 26: Prestige's Roll-up Strategy Has Successfully Run Its Course
Prestige’s Roll-up Strategy Has Successfully Run Its Course . Genomma is offering a significant premium at a high point, not a low point — The offer fully incorporates the value of the recently acquired GSK assets, including the tax asset, and a significant premium on top of that Genomma’s fully-fin
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