Prestige Brands Announces Agreement to Acquire C.B. Fleet Company Adds Leading Brand to Women's Health Portfolio Acquisition Positions the Company for Pro Forma Revenue of Approximately $1.0 billion in Fiscal 2018 Moves

Prestige Brands Announces Agreement

to Acquire C.B. Fleet Company

Adds Leading Brand to Women's Health

Acquisition Positions the Company for Pro Forma Revenue of

Approximately $1.0 billion in Fiscal 2018

Moves Prestige Towards its Targeted Mix

of "Invest-for-Growth" Brands

TARRYTOWN, N.Y.--(BUSINESS WIRE)--Dec. 22, 2016-- Prestige Brands

Holdings, Inc. ("Prestige" or the "Company") (NYSE:PBH) today announced that it has entered into a definitive

agreement to acquire C.B. Fleet Company ("Fleet"), a manufacturer, marketer, and distributor of feminine care and other

over-the-counter ("OTC") healthcare products, for $825 million in cash. The transaction moves the company towards its

stated goal of 85% "invest-for-growth" revenue and is expected to result in pro forma revenues of approximately $1.0

billion for the Company in Fiscal 2018.

The transaction will add leading brands to the company's

Women's Health, Gastrointestinal and Pediatric Care categories with revenues of approximately $205 million over the trailing

twelve months ended September. The portfolio is anchored by Summer's Eve in Feminine Care, which represents approximately

65% of the Fleet portfolio, and holds a #1 market share position in its respective category. Introduced in 1972, Summer's

Eve has a long history of sales growth, consumer awareness, and product innovation. The Fleet brand holds a market-leading

#1 share in both Enemas and Glycerin Suppositories, while Pedia-Lax holds a #1 share in Pediatric Laxatives.

The acquisition of Fleet is consistent with Prestige's

disciplined M&A criteria and offers opportunities for long-term brand-building and synergies as the Company expands its position

in the Women's Health and GI categories. In addition, Fleet operates a "mix and fill" manufacturing facility

in Lynchburg, Virginia, which currently manufactures approximately two-thirds of Fleet's sales. Over time, the Company expects

to leverage the facility by expanding production to include current Prestige products and other initiatives. Upon closing, the

transaction is expected to be immediately accretive to earnings per share and cash flow from operations, exclusive of transaction,

integration and purchase accounting items.

Ron Lombardi, CEO of Prestige, stated, "Based on Fleet's

long history of connecting with consumers, new product expansions, and leading market-share positions we believe the company is

well positioned for long-term growth and fits into our well-established brand building platform. The acquisition of Fleet further

enhances our women's healthcare platform, currently anchored by Monistat, with the addition of Summer's Eve. Upon closing,

Summer's Eve will also be our largest brand with over $125 million in sales. In addition, the transaction adds the leading

brands of Fleet and Pedia-Lax to our gastrointestinal category, expanding the brands we offer in this category."

He added, "The acquisition is also a key step in aligning

our portfolio with our long-term stated goal of 2-3% organic growth. We believe the addition of Fleet's manufacturing facility

also provides strategic benefits and cost synergies as we look to expand manufacturing to include current Prestige products. Over

time, we also expect to take advantage of Fleet R&D resources to enhance our new product development capabilities."

Mr. Lombardi concluded, "This acquisition is consistent

with our proven M&A strategy that focuses on acquiring brands with long term brand building opportunities, including new products

and innovations and quickly integrating them into the Prestige business, resulting in meaningful synergies and cost savings. The

expected integration and transition is consistent with our past acquisitions and our demonstrated core competency of acquiring,

integrating and growing business through investment and brand support."

The Company anticipates closing on this transaction by the end

of its fiscal fourth quarter of 2017, subject to satisfaction of customary closing conditions, including clearance under the Hart-Scott

Rodino Antitrust Improvements Act of 1976.

Dependent on the timing of the closing, Prestige anticipates

credit agreement defined pro forma Debt-to-EBITDA leverage at closing of approximately 5.8x, with an expectation to reduce its

Debt-to-EBITDA leverage to approximately 5.0x by the end of Fiscal 2018. The anticipated Fiscal 2018 pro forma Adjusted EBITDA

implies a purchase price multiple of approximately 11x. Prestige has secured a financing commitment for the full amount needed

to consummate the transaction and may choose to fund a portion of the transaction with excess cash on hand, bank debt, bonds and/or

common equity. The Company will be providing further detail on the transaction on its Fiscal 2017 third quarter earnings call in

early February 2017.

Barclays acted as exclusive financial advisor to Prestige Brands

on this transaction.

Conference Call & Presentation

The Company will host a conference call tomorrow December 23rd,

2016 at 8:30m ET to review the pending acquisition of Fleet. The call may be accessed by dialing 844-233-9440 about 10 minutes

before the start of the call. International callers may dial 574-990-1016. The conference password is "prestige".

A replay will be available for two weeks following the completion of the call and can be accessed by dialing 1-855-859-2056, or

1-404-537-3406 for international. The replay password is 44897517. A slide presentation will accompany the call and can be accessed

from the Investors section of the Company's website, www.prestigebrands.com.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter

and household cleaning products throughout the U.S. and Canada, Australia, and in certain other international markets. The Company's

brands include Monistat women's health products, BC and Goody's pain relievers, Clear Eyes eye care products,

DenTek specialty oral care products, Dramamine motion sickness treatments, Chloraseptic sore throat treatments,

Compound W wart treatments, Little Remedies pediatric over-the-counter products, The Doctor's NightGuard dental

protector, Efferdent denture care products, Luden's throat drops, Beano gas prevention, Debrox earwax remover,

Gaviscon antacid in Canada, and Hydralyte rehydration products and the Fess line of nasal and sinus care products

in Australia. Visit the Company's website at www.prestigebrands.com.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements"

within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by

the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the

use of forward-looking terminology such as "will," "would, " "expect," "plan," "continue,"

"anticipate" (or the negative or other derivatives of each of these terms) or similar terminology. The "forward-looking

statements" include, without limitation, statements regarding the expected timing for consummating the acquisition; the acquisition's

impact on revenues, organic growth, cash flow, earnings per share and leverage; the impact of the acquisition on the Company's

brand-building and product development initiatives; the ability to achieve synergies from the acquisition; the Company's

plans for the Fleet manufacturing facility and R&D resources; the Company's expected financing for the transaction; and

the success of the Company's strategy of acquiring, integrating and building brands. These statements are based on management's

estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are

inherently uncertain and difficult to predict. Actual results could differ materially from those in the forward-looking statements

as a result of a variety of factors, including satisfaction of the closing conditions, including approval under the Hart-Scott

Rodino Antitrust Improvements Act, general economic and business conditions, the Company's ability to successfully integrate

the Fleet brands, manufacturing facility and R&D resources, competitive pressures, unexpected costs or liabilities, and disruptions

resulting from the integration. A discussion of other factors that could cause results to vary is included in the Company's Annual

Report on Form 10-K for the year ended March 31, 2016 and in Part II, Item 1A. Risk Factors in the Company's Quarterly Report

on Form 10-Q for the quarter ended September 30, 2016. Except to the extent required by applicable securities laws, the Company

is not under any obligation to (and expressly disclaim any such obligation to) update any forward-looking statements, whether as

a result of new information, future events, or otherwise. All statements contained in this press release are made only as of the

date of this release.