Genomma Lab looks to nominate members to Prestige Brands’ board
IRVINGTON, N.Y. — Genomma Lab is planning to present a list of candidates to serve on the board of directors of Prestige Brands.
The announcement followed Genomma Lab’s unsolicited proposal to acquire Prestige Brands for $16.60 per share in cash. Although the deal was rejected, Genomma Lab intends to present the list at Prestige Brands’ upcoming annual meeting in June.
"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," the company said. "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."
Prestige Brands added that the company will evaluate the notice in accordance with its bylaws and applicable law, and its 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.
West Virginia adopts NPLEx system
WASHINGTON — West Virginia has become the 19th state to require pharmacists and other retailers to be connected through the National Precursor Log Exchange system with the passage of legislation that requires real-time, stop-sale technology to enable the state’s pharmacists to block illegal pseudoephedrine purchases right at the point of sale and provide law enforcement with up-to-the minute criminal data.
The state legislation — Senate Bill 437 — was authored by governor Earl Ray Tomblin and sponsored by Senate president Jeffery Kessler (D-Marshall) and Sen. Mike Hall (R-Putnam). The measure will now head to Gov. Tomblin’s desk for his signature. NPLEx is designed to fight against methamphetamine production and has blocked tens of thousands of illegal sales across the country. The system targets meth criminals while protecting law-abiding consumers’ access to safe and effective medicines containing pseudoephedrine.
The passage of the legislation was praised by the Consumer Healthcare Products Association.
"Gov. Tomblin, Sens. Kessler and Hall, and the West Virginia legislature are to be commended for choosing a proven method for curbing methamphetamine production that targets criminals and protects responsible consumers’ access to popular and reliable cold and allergy medicines," CHPA CEO Scott Melville said. "Once Gov. Tomblin signs SB 437 into law, West Virginia will become the 19th state to implement real-time, stop-sale technology that gives law enforcement officials the upper hand against meth offenders. Passage of SB 437 is a significant victory for West Virginia citizens, employers, law enforcement officials and healthcare providers."
Prestige Brands turns down Genomma Lab’s buyout offer
IRVINGTON, N.Y. — Prestige Brands has rejected an unsolicited proposal from Genomma Lab, which seeks to acquire the over-the-counter and household cleaning products maker for $16.60 per share in cash, calling the deal inadequate, opportunistic and highly conditional.
As previously reported, Prestige Brands confirmed the company’s receipt of a nonbinding letter from Genomma Lab in late February and said it would take the offer under advisement. This week, however, Prestige Brands said its board of directors — after carefully reviewing the proposal with its independent financial and legal advisers — found several reasons not to move forward with the transaction, including:
"The proposal reflects only a 23% premium to Prestige Brands’ closing price of $13.50 per share on the last trading day prior to the public announcement … the implied EBITDA multiple is meaningfully lower than comparable transactions and well below the intrinsic value of the company";
"Prestige Brands recently completed its third and largest acquisition of OTC brands in the last 15 months, barely three weeks before Genomma Lab went public with its proposal";
"[A] a credible acquisition proposal must deliver both compelling value and certainty by including, among other things, evidence of financial resources sufficient to complete a transaction in a timely fashion. In addition, any proposal must contain sufficient detail to demonstrate that it provides market-standard provisions that assure certainty of completion. The Genomma Lab proposal does not include debt commitments and is also conditioned on the approval of its shareholders, due diligence and other unspecified matters."
"Genomma Lab did not negotiate with us before making its highly conditional proposal, which was opportunistically timed before our stock price fully reflected the recent completion of the purchase of brands from GlaxoSmithKline and other initiatives," Prestige Brands president and CEO Matthew Mannelly said. "We are committed to maximizing stockholder value, and would be open to compelling, fully financed offers that provide certainty of closing. Should Genomma Lab make such an offer, there would be a basis to engage with them."