Prestige Consumer Healthcare (PBH) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of Breathe Right and related brands expands the portfolio into the better breathing and sleep wellness categories, aligning with a disciplined M&A strategy and long-term growth objectives.

• Breathe Right is a market leader with strong brand awareness, global reach, and multi-use health applications, representing a new category for the acquirer.

• Portfolio includes established brands like Dimetapp and Anbesol, complementing existing business lines and enhancing category diversity.

• The deal more than doubles presence in Europe, with 15% of revenue generated there, and fits well with current customer and supplier relationships.

• Integration is expected to be quick and low risk due to similar business models and an asset-light, outsourced manufacturing approach.

Financial terms and conditions

• Purchase price is $1.045 billion, or $900 million net of anticipated $150 million tax benefits.

• The acquired brands generated $200 million in revenue and $95 million EBITDA for the twelve months ended December 31, 2025.

• Valuation is 11.0x EBITDA, or 9.5x EBITDA net of tax benefits.

• Transaction to be financed primarily with a new term loan facility and cash on hand.

• Pro forma net leverage expected to be about 4x at closing, with a target to return to less than 3x by fiscal 2028.

Synergies and expected cost savings

• Limited cost synergies expected as the acquired business is already run lean and largely outsourced, but asset-light model supports efficient integration.

• Immediate accretion to gross margin, EBITDA margin, EPS, and free cash flow is anticipated.

• Enhanced scale and profitability, with estimated annualized EPS accretion of $0.25+.

• Incremental free cash flow will enable rapid deleveraging toward long-term leverage target.