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Genomma Lab Internacional to Nominate Slate of Five Independent Directors for Election at Prestige Brandsa 2012 Annual Meeting


Published on 2012-03-15 16:06:38 - Market Wire
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MEXICO CITY--([ ])--Genomma Lab Internacional, S.A.B. de C.V. (aGenommaa) (BMV: LAB.B.) today announced that it provided formal notice to Prestige Brands Holdings, Inc. (aPrestigea) (NYSE: PBH) of its intention to nominate a slate of five independent candidates for election to Prestigeas Board of Directors and present a proposal for shareholder action at Prestigeas 2012 annual meeting of shareholders.

"We are confident that these nominees will serve in the best interests of Prestige and its shareholders."

aThough it remains our strong preference to enter into a negotiated transaction with Prestige, we are committed to pursuing a combination of our two companies. To reinforce that commitment, we have notified Prestige of our intention to nominate a full slate of directors at the upcoming annual meeting of Prestige shareholders. We believe our highly qualified nominees will exercise independent judgment in considering Genommaas proposed transaction,a said Rodrigo Alonso Herrera Aspra, President and Chairman of the Board of Directors of Genomma Lab Internacional, S.A.B. de C.V. aWe are confident that these nominees will serve in the best interests of Prestige and its shareholders.a

Genommaas nominees are: (i) Yvonne Furth, 53, who served as President and COO of Rivet and President and CEO of Draft FCB before retiring from The Interpublic Group of Companies, Inc. in 2009; (ii) Harry A. Hamill, 58, who served in several senior finance positions at Wyeth Corporation before retiring in 2010; (iii) Matthew S. Kissner, 57, President and Chief Executive Officer of The Kissner Group who currently serves on the Board of Directors of John Wiley & Sons, Inc. and previously held senior operational and finance roles at Pitney Bowes; (iv) Edward Lowenthal, 67, who serves on several U.S. and international corporate Boards of Directors and has founded and run several real estate investment firms; and (v) J. Matthew Singleton, 59, who retired from CitationAir in 2011 and currently serves on the Board of Directors of Cubist Pharmaceuticals, Inc. He previously held senior operational and administrative positions at CIBC World Markets.

Genomma also intends to seek to repeal any new by-laws or amendments to Prestigeas By-Laws adopted by Prestigeas Board of Directors after September 2, 2009 (which is the date of the last publicly disclosed amendment to Prestigeas By-Laws) and prior to the adoption of this proposal by Prestigeas shareholders.

On February 21, 2012, Genomma announced its non-binding proposal to acquire all of the outstanding shares of Prestige common stock for US$16.60 per share in cash.

Genommaas all-cash proposal represents a premium of 23% over Prestigeas closing stock price on February 17, 2012 and a 47% premium over the three month historical average of Prestigeas share price, as of February 17, 2012.

In response to Prestigeas press release issued on March 12, 2012 announcing the Prestige Boardas rejection of Genommaas proposal, Genomma said it was disappointed with the Prestige Boardas response. Genomma remains committed to the proposed transaction and would welcome the opportunity to meet with representatives of Prestige to discuss Genommaas compelling proposal.

BofA Merrill Lynch and Jefferies have been selected as financial advisors to Genomma, and Dewey & LeBoeuf LLP is acting as U.S. legal counsel. Nexxus Capital has been selected as financial advisor to Genomma in Mexico, and Forastieri Abogados, S.C. is acting as Mexican legal counsel.

About Genomma

Genommais one of the fastest growing pharmaceutical and personal care products companies in Latin America. Genomma develops, sells and markets a broad range of premium branded products, many of which are leaders in the categories in which they compete in terms of sales and market share. Genomma has a sound business model through a unique combination of a new product development process, consumer oriented marketing, a broad retail distribution network and a low-cost, highly flexible supply chain operating model.

Forward-looking Statements

This communication may contain certain forward-looking statements and information relating to Genomma that reflect the current views and/or expectations of Genomma and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like abelieve,a aanticipate,a aexpect,a aenvisages,a awill likely result,a or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, the possibility that Genomma will not pursue a transaction with Prestige, the timing to consummate a potential transaction between Genomma and Prestige, the ability and timing to obtain required regulatory approvals, Genommaas ability to realize the synergies contemplated by a potential transaction and Genommaas ability to promptly and effectively integrate the businesses of Prestige and Genomma. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this communication and in oral statements made by authorized officers of Genomma. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as otherwise provided by law, Genomma undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Prestige Brands Holdings, Inc. (aPrestigea) has commenced at this time. In connection with the proposed transaction, Genomma Lab Internacional, S.A.B. de C.V. (aGenommaa) may file tender offer documents with the U.S. Securities and Exchange Commission (aSECa). Any definitive tender offer documents will be mailed to stockholders of Prestige. INVESTORS AND SECURITY HOLDERS OF PRESTIGE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders of Prestige will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Genomma through the web site maintained by the SEC at [ http://www.sec.gov ].

In connection with the proposed transaction, Genomma may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Prestige.INVESTORS AND SECURITY HOLDERS OF PRESTIGE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Investors and security holders of Prestige will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Genomma through the web site maintained by the SEC at [ http://www.sec.gov ].

Certain Information Regarding Participants

Genomma, certain of its directors and executive officers and the individuals nominated by Genomma for election to Prestigeas board of directors (the aGenomma Nomineesa) may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. As of the date of this communication, Genomma is the owner of 100 shares of common stock of Prestige. No additional compensation will be paid to Genommaas directors and executive officers in connection with such solicitation of proxies. Additional information regarding the interests of the Genomma Nominees and the other participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available.