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Genomma Lab Internacional Announces Non-binding Proposal to Acquire Prestige Brands Holdings for $16.60 Per Share in Cash
Date:2/21/2012

nd we are mindful that you and your management team have contributed greatly to Prestige's success. Genomma contemplates continued employment of Prestige's management and employees following the consummation of a transaction.

We are prepared to move quickly with the transaction with you and your advisers. We have already completed extensive analysis and due diligence of Prestige based on publicly available information. We are prepared to proceed expeditiously and, with your cooperation, believe we can be in position to announce a definitive agreement within two to three weeks. During that period we also would complete confirmatory due diligence and finalize our financing commitments. The proposed transaction will be subject to the approval of our shareholders and other customary closing conditions to be set forth in such definitive agreement. We believe that, with your cooperation, we will be able to expeditiously consummate the proposed transaction.

Our proposal has been approved unanimously by the Genomma board of directors. I want to emphasize to you and your board of directors our seriousness regarding this proposal and our commitment to a combination of Prestige and Genomma. We are convinced that this proposal is compelling for Prestige and its shareholders and provides a unique opportunity for Prestige's shareholders to realize full and immediate value for their shares. We also firmly believe that, given our approach to acquisitions, this transaction would be in the best interests of your employees and customers in which you operate.

Our strong preference is to work with you to negotiate a mutually acceptable transaction and avoid unnecessary costs. If you are willing to fully engage with us, we and our advisors are ready to meet with your representatives at any time to discuss this proposal and to answer any questions you have. We believe that time is of the essence and are prepared to move forward expeditiously by committing all neces
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