Church & Dwight Co has signed a definitive agreement to acquire the TheraBreath brand for $580 million in cash.

WHO: Founded in 1994 by Dr. Harold Katz, TheraBreath is one of the fastest-growing and largest independent brands in oral care and is the #2 brand in the alcohol-free mouthwash category in the US. The products are clinically proven and backed by professional credibility and incredible customer reviews. TheraBreath is only beginning its global mission to stop bad breath and help people regain their lost confidence.

IN THEIR OWN WORDS: "Oral care is important to us strategically," said Matthew T. Farrell, Church & Dwight Chief Executive Officer. "TheraBreath represents a powerful addition to our existing oral care portfolio which includes Arm & Hammer toothpaste, Spinbrush battery-operated toothbrushes, Orajel oral analgesics and Waterpik water flossers. The TheraBreath brand is a problem/solution product and one of the fastest growing brands in the mouthwash category. This acquisition gives Church and Dwight a strong position in a growing category with tailwinds as the brand skews towards younger consumers and consistently has a high level of brand loyalty and repeat purchase."

Mr. Farrell continued, "We are excited about adding the Company's 14th power brand. This acquisition meets the Company's long-standing acquisition criteria: (1) #1 or #2 brand in a category; (2) asset-light; (3) a growing brand; and (4) expected to be gross margin accretive to the Company. Acquisitions have been a key driver of Church & Dwight's consistently strong shareholder returns."

DETAILS:

• Church & Dwight Co has signed a definitive agreement to acquire TheraBreath in a $580 million cash deal.
• The acquisition contains the benefit of a cash tax shield valued at $85 million. The deal is net of the tax shield, a $495 million acquisition or a 13.7x multiple paid (based on $36MM of 2022 run-rate EBITDA).
• TheraBreath's net sales for the trailing 12 months through September 30, 2021, were approximately $86 million.
• TheraBreath's trailing 12 months EBITDA as of September 2021 was approximately $27 million, with a 31% EBITDA margin. Once the business is fully integrated, Church & Dwight expects to leverage its distribution network, manufacturing footprint, and operating expertise to achieve an estimated $6 million in run-rate operating synergies by 2023.
• International represents less than 10% of net sales; the company expects to expand TheraBreath's distribution through its international footprint.
• In 2022, TheraBreath's annual net sales are projected to grow approximately 15% to $100 million and adjusted EBITDA is expected to be $36 million, including $4 million of synergies. The adjusted 2022 EBITDA estimate excludes approximately $7 million in one-time transition and transaction-related expenses.
• Centerview Partners LLC acted as financial advisor to Church & Dwight and Proskauer Rose LLP acted as legal advisor. Financo Raymond James advised the seller as exclusive financial advisor and Sidley Austin LLP as legal advisor.