Prestige Consumer Healthcare Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits
$PBH
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 7, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On August 4, 2025, Medtech Pharma Holdings Limited (“Purchaser”), an Ontario corporation and a wholly-owned indirect subsidiary of Prestige Consumer Healthcare Inc. (the “Company”), entered into a definitive agreement (the “Share Purchase Agreement”) with ANJAC SAS, a French company (“ANJAC”). The Share Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Purchaser will acquire all of the shares of Pillar5 Pharma Inc., a Canadian company that is a leading sterile ophthalmic manufacturer and current Clear Eyes® supplier (“Pillar5”), from ANJAC for CAD 150 million in cash, subject to certain adjustments, including indebtedness, as provided in the Share Purchase Agreement (the “Transaction”).
The Company expects the Transaction to close in the third quarter of Fiscal 2026.
The closing of the Transaction is subject to the satisfaction or waiver of certain conditions relating to the operational and regulatory state of the Pillar5 factory and other customary conditions to closing.
The Share Purchase Agreement contains customary representations, warranties, and covenants of both Purchaser and ANJAC, as well as indemnification provisions that are subject to specified limitations. Purchaser has obtained representation and warranty insurance, which serves as Purchaser’s sole recourse for losses related to breaches of ANJAC’s representations and warranties, other than in the case of fraud. Subject to certain exceptions and limitations, Purchaser and ANJAC have agreed to indemnify each other for breaches of post-closing covenants, fraud and other specified matters contained in the Share Purchase Agreement.
The Share Purchase Agreement also contains certain customary termination rights for each of Purchaser and ANJAC. The Share Purchase Agreement may be terminated by either Purchaser or ANJAC if the closing of the Transaction has not occurred prior to December 31, 2025, subject to certain exceptions specified in the Share Purchase Agreement. The Share Purchase Agreement may also be terminated by either Purchaser or ANJAC if the other party is in breach of the Share Purchase Agreement, such that it has not met its closing conditions and has not or is not able to cure such breach.
The foregoing description of the terms of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement. The Company expects to file a copy of the Share Purchase Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
The Share Purchase Agreement contains various representations and warranties made by the parties solely for purposes of the Share Purchase Agreement and as of specific dates set forth therein, which were the product of negotiations, and may be subject to important qualifications and limitations included in confidential disclosure schedules of the Share Purchase Agreement. Certain representations and warranties in the Share Purchase Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters of fact. Furthermore, the representations and warranties may be subject to standards of materiality applicable to the parties that may be different from those applicable to the Company’s stockholders. Additionally, information concerning the subject matter of such representations and warranties may change after the date of the Share Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, such representations and warranties in the Share Purchase Agreement may not constitute the actual state of facts about ANJAC, the Company, or Purchaser. Stockholders of the Company are not third-party beneficiaries under the Share Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ANJAC (or any of its subsidiaries), the Company, or Purchaser or any of their respective subsidiaries or affiliates.
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2025, the Company announced financial results for the fiscal quarter ended June 30, 2025. A copy of the press release announcing the Company's earnings results for the fiscal quarter ended June 30, 2025 is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 7, 2025, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter ended June 30, 2025 using slides attached to this Current Report on Form 8-K as Exhibit 99.2
(the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ended March 31, 2026.
By furnishing the information contained in this Item 7.01, the Company makes no admission as to the materiality of any information that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The information presented in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index immediately following the signature page.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 7, 2025 | PRESTIGE CONSUMER HEALTHCARE INC. | ||||||||||
| By: | /s/ Christine Sacco | ||||||||||
| Christine Sacco | |||||||||||
| Chief Financial Officer & Chief Operating Officer | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||