NovaBay board determines Refresh Acquisitions offer is superior to PRN pact

NovaBay (NBY) announced that the company’s board of directors has determined that an unsolicited and non-binding offer from Refresh Acquisitions BidCo for an affiliate of Refresh to acquire the company’s Avenova brand and related assets is a “Superior Proposal” to the company’s asset purchase agreement with PRN Physician Recommended Nutriceuticals, or PRN. Refresh’s unsolicited offer provides for terms that are substantially similar to the contemplated transaction with PRN, except that the company would receive a purchase price of up to $11.5M, subject to a downside net working capital adjustment. Refresh’s unsolicited offer also includes Refresh providing a secured term loan to the company in the principal amount of $2M, which is expected to be repaid upon closing and deducted from the purchase price. The company has notified PRN of the board of directors’ determination and that the company intends to terminate its asset purchase agreement with PRN unless the company receives a revised proposal from PRN by 11:59 p.m. Pacific time on November 4, such that the company’s board of directors determines that Refresh’s unsolicited offer is no longer a superior proposal, in accordance with the process provided in the asset purchase agreement with PRN. The company’s asset purchase agreement with PRN, in accordance with such agreement, remains in full force and effect, and the company’s board of directors has not withdrawn or modified its recommendation regarding stockholders approving the pending transaction with PRN. The company’s transaction with PRN remains subject to certain closing conditions, including receiving stockholder approval. Consistent with its fiduciary duties, the company’s board of directors conducted an evaluation of the Refresh unsolicited offer with assistance from independent financial and legal advisors, before making its determination.