Prestige Consumer Healthcare Inc. · NYSE:PBH
Prestige Consumer Healthcare — Prestige Brands Holdings — Merger or Acquisition (December 2011)
29 slides from Prestige Consumer Healthcare's merger presentation, Dec 20, 2011
Slide 1: Certain North American OTC Brands from GlaxoSmithKline
_ ee PrestigeBrands Certain North American OTC Brands from O GlaxoSmithKline December 2011
Slide 2: Safe Harbor Disclosure
_—_—— Safe Harbor Disclosure PréstigeBrands When included in this investor presentation, words like "believes," "belief," "expects," "plans," "anticipates," "intends," "projects," "estimates," "may," "might," “will”, "would" and ‘similar expressions are intended to identify forward-looking statement
Slide 3: Transformational
EE PrestigeBrands trans:for-ma:tion-al The act or an instance of transforming The state of being transformed A marked change for the better
Slide 4: Our Shareholder Value Creation Framework
Our Shareholder Value Creation Framework __PrestigeBranas cMaA > Dramamine aww cs
Slide 5: Proven Core OTC Organic Growth
Proven Core OTC Organic Growth = A proven brand-building strategy = An innovator dedicated to extending its brands with meaningful new product introductions = A dedicated sales force focused on the FDM channels Core OTC A&P Spending (% of Revenue) Core OTC Consumption Growth Milprestige Core OTC Hli
Slide 6: Focused Acquisition Strategy
Focused Acquisition Strategy = Focus exclusively on OTC brands and businesses with the following characteristics: - Brands that are broadly recognized by consumers - Scale brands that are relevant to retailers - Additive to our existing core categories - Strategically provide entry into new platform
Slide 7: Proven Track Record of Successful Integrations
Proven Track Record of Successful Integrations igeBrands October 2010 January 2011 = Investing in brands = Seamless transition with customers = Consistent with Prestige’s outsourced model = Timely integration = Achieving transaction objectives/synergies SANSA He <<<<<
Slide 8: The Addition of an Attractive Portfolio of OTC Brands to the Prestige Portfolio
The Addition of an Attractive Portfolio of OTC Brands to the Prestige Portfolio _ BODVACHES» FEVER:
Slide 9: Transactions Summary
Transactions Summary = Prestige Brands to acquire an attractive portfolio of North American OTC brands (the “GSK Brands”) from GlaxoSmithKline ple (“GSK”) PBC) ~ Portfolio consists of 17 brands generating ~$200 million in annual revenues sj Goodys ~ With these additions, Prestige will have ~$600 mil
Slide 10: GSK Brands Dashboard
GSK Brands Dashboard —— PréstigeBrands Net Revenue Profile Key Brands Category Profile tec) Goodys Ecotrin \beano Gaviscon. Fast acting mowdered pain * Felievers = Low dose aspirin to help prevent heart disease Digestive aid for preventing gas = Antacid product to relieve heartbum Chewable fiber sup
Slide 11: Key GSK Brands Have Strong Consumer Franchises: BC/Goody's
Key GSK Brands Have Strong Consumer _—— PréstigeBrands Franchises: BC/Goody’s Unique 80-year heritage and differentiated Srang positioning Brand = ~16% share in Southern U.S. Equity = #1 share of powdered aspirin segment in U.S. = Loyal consumer base = #1 OTC brand in convenience channel in elon Sou
Slide 12: Key GSK Brands Have Strong Consumer Franchises
Key GSK Brands Have Strong Consumer PréstigeBrands Franchises beano Debrox Gaviscon. = Brand: #1 Doctor recommended = Brand: Significant share in the = Brand: Category leader and most gas: preveriGentsegment recommended’ dar. wax'removal OTC product for acid reflux = Consumer: Loyal, satisfied produ
Slide 13: Upon Completion, Prestige Will Have a ~$500 Million OTC Portfolio
Upon Completion, Prestige Will Have a ~$500 ae réstigeBrands Million OTC Portfolio Comprising ~85% of Revenue... aS SS sk prestigebends Presigcirnis + 39 sess="™ + Dramamine PrestigeBrands + prands Personal Household otc Household orc Care Household
Slide 14: ...and 90% of Contribution
_—_—— ».and 90% of Contribution PréstigeBrands macnn, — GSK prestigebends Prestige: + 39 sesss="™ + Dramamine PrestigeBrands + prands Personal Household oTc Household OTC Care Household
Slide 15: Acquisitions Would Increase Number and Average Scale of OTC Brands
Acquisitions Would Increase Number and tS Average Scale of OTC Brands... — Core oer Clear (82) ows OTC eyes rr a Little Remedies Brands: GEEEID Little Remedies Lis) Dramamine @ 5 > 9 $500 $300 Total OTCRevenue: $200 + $200 | | “7 Avg. Top 10 Brand Scale: ~$20 > $25 > 9$35 Dollar values in millions
Slide 16: ...that are Strongly Additive to Prestige's Existing Key Categories
«that are Strongly Additive to Prestige’s Existing Key Categories... Analgesics (BC) ) Goody’ ( Ecotrin) STANBACK ) Percogesic GI “Peano » Dramamine GP Gaviscon)(Tagamet )( 5 gD : Cough & Cold jittles &. @ipeemp pedia SuotNs (Chapet eS . Eye & Ear Care ere Debrox: ) Murine Oral Care fEfferdent] Effe
Slide 17: ...and Would Increase the Relevance in Key OTC Segments
.and Would Increase the Relevance in Key OTC Segments = 3 power platforms with ~$100 million in revenue = 6 platforms in excess of ~$50 million in revenue 100% cgi ‘ic ar ae ther Acie - Tagamet — 3 Ecotrin (unin oer PH Fron ! i 80% Gaviscon Dormont: i 60% é Dramamine oy fa |e (BC) Gear pe is - eye:
Slide 18: GSK Brands Would Also Approximately Double Prestige's Canadian Presence
GSK Brands Would Also Approximately Double __——_——. i i PréstigeBrands Prestige’s Canadian Presence este ds = = PréstigeBrands + Sse" + Dramamine PréstigeBrands + GSK Brands Canada Net Revenue: ~$20 Million Canada Net Revenue: ~$40 Million Household orc Household orc Usa Sir CED E fervent Murine FG)
Slide 19: New Platforms Expand Market Potential
_—_—— New Platforms Expand Market Potential PréstigeBran Current Market Potential New Market Potential $17 $2 $10 Lifestyle $2 $5 Dermatological $3 Gl Cough, Cold & $5 { Allergy $4 ) Pain Current Market Potential: $10 Billion New Market Potential: $17 Billion Dollar values in billions Eigeier|
Slide 20: Transactions Are Financially Attractive
Transactions Are Financially Attractive... PréstigeBrands Net Revenue (MMs) Gross Margin Expansion ~$600 \ 529 ~55%+ Increased 520% Improved ~$400 Scale PrestigeBrands + A&P Spend EBITDA Margin Expansion GBA %: ~8% “7% ‘Increased ~35%+ \ Enhanced ~12% ~14% } support ~32% ©” profitability, Note: Doll
Slide 21: ...And Strategic Rationale is Compelling
-And Strategic Rationale is Compelling A Meaningful step towards commitment to long-term OTC strategy TBC } Vv Adds two attractive new scale OTC platforms in Adult Aspirin-based Goody's Analgesics and Gastrointestinal icaci ' ' Ecotrin Strong consumer franchises in respective categories Improves ove
Slide 22: Attractive Financial Impact
——— Attractive Financial Impact PréstigeBrands Total of $660 million in cash, inclusive of inventory Effective purchase price of approximately $535 million, including $125 million of present value of tax attributes, representing ~19% of the purchase price - Implied purchase price multiple of ~6x con
Slide 23: Benefits of Asset Purchases
Benefits of Asset Purchases: Cash Tax Benefits = Estimated amortization expense for tax purposes (cash tax savings) that is not required to be recorded as amortization or interest expense for book/E.P.S. purposes Amortization Average Present Value Period Annual Tax eumual pean of Cash Tax Remaining
Slide 24: Leverage Profile at Close Aligned with Our Business Model
Leverage Profile at Close Aligned with <= PrestigeBrands Our Business Model = Anticipating total debt at close of approximately ~$1,150 million = Existing Term Loan to be refinanced = Existing Unsecured Notes are rolled and are made equal and ratably secured with the new Term Loan = New debt to cons
Slide 25: High Cash Flow Conversion Expected to Lead to Rapid Deleveraging
High Cash Flow Conversion Expected to <= PrestigeBrands Lead to Rapid Deleveraging Acquisitions > Dass oct. 10 ae Dramamine’ jan. 11 Below 5.0x 4 x —_— ee 4h 40x 37x 3.6x 3.5x +1. 3.5K 25x +1. 2.5K +/- 2.0x Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 FY13 FY14 FY15 FY16 FY17 Quarterly Annual Fiscal period en
Slide 26: Prestige's Financial Measurements Going Forward
—— PréstigeBrands Prestige’s Financial Measurements Going Forward j__Levera verage | Non-Cash E.P.S. . Impact | = Reshaping portfolio to increase scale and proportion of Core OTC Brands = Further reduction in proportion of Household = Focused A&P to support growth initiatives |= Higher GM and absorp
Slide 27: Strategic Transactions to Expand Our Scale in the U.S. Consumer Healthcare Market
Strategic Transactions to Expand Our Scale in the U.S. Consumer Healthcare Market = These acquisitions, upon completion, are an important step towards solidifying our position as a leading OTC company in the U.S. Consumer Health market = Transactions nearly double our market potential through extens
Slide 28: Transformational Acquisitions
trans-for-ma:tion-al Acquisitions PréstigeBrands Revenues ~$400 == ~$600 Core Brands 9 =p 13 Top 10 Brands Average Scale $25 aie $35 Key Category Platforms 4 aie 6 Margins Strong =p Stronger Cash Flow Strong =p Stronger = The act or an instance of transforming = The state of being transformed = A ma
Slide 29: The Transformed Prestige
The Transformed Prestige Pe in PrestigeBrands 29
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