Helen of Troy Limited (NASDAQ, NM:HELE), designer, developer and
worldwide marketer of consumer brand-name housewares, health and
home, nutritional supplement and beauty products, announced that it
has closed its previously-announced acquisition of Steel
Technology, LLC., which does business under the brand name Hydro
Flask, for approximately $210 million in cash, subject to certain
customary closing adjustments. The purchase price implies a
pre-synergy multiple of less than 12 times projected calendar year
2016 adjusted EBITDA. Hydro Flask is a leading designer,
distributor and marketer of high performance insulated hydration
vessels for active lifestyles.
Julien Mininberg, Helen of Troy CEO, commented: “We are very
pleased to complete the acquisition of Hydro Flask. It aligns very
well with our stated goals of deploying capital behind strategic,
disciplined M&A for the benefit of our shareholders. Hydro
Flask brings to Helen of Troy a great brand we believe is
attractively positioned to continue delivering strong sales growth
and profitability. Hydro Flask is immediately accretive to Helen of
Troy and we believe we can add further value to it. With our strong
cash flow, balance sheet and access to capital markets, we continue
to evaluate opportunities to deploy capital, including assessment
of additional strategic acquisitions or opportunistic share
buyback.”
Mininberg continued “We are delighted to welcome the Hydro Flask
team to our family. Hydro Flask is a compelling strategic fit and
the first acquired brand in our Housewares segment since purchasing
OXO in 2004. The Hydro Flask team will continue to be based in
Bend, Oregon where we can preserve the qualities we admire. Hydro
Flask will report into our Housewares business, where they can
leverage their proven expertise in product design and category
development, as well as our own. We expect to add further value
through Helen of Troy’s shared services, larger infrastructure, and
international footprint. We believe we can capitalize on the
compelling trends in Hydro Flask’s product category and adjacencies
and create value for consumers, customers and our shareholders.
Non-GAAP Financial
Measures:
The Company reports and discusses its operating results using
financial measures consistent with accounting principles generally
accepted in the United States of America (“GAAP”). To supplement
its presentation, the Company periodically discloses certain
financial measures that may be considered non-GAAP financial
measures, such as adjusted operating income, adjusted income,
adjusted diluted EPS, EBITDA and adjusted EBITDA.
Adjusted EBITDA is considered a non-GAAP financial measure.
Adjusted EBITDA is defined as earnings before interest, taxes,
depreciation, amortization, non-cash asset impairment charges,
acquisition-related expenses, CEO succession costs, non-cash share
based compensation and intangible asset amortization expense, as
applicable.
About Helen of Troy
Limited:
Helen of Troy Limited is a leading global consumer products
company offering creative solutions for its customers through a
strong portfolio of well-recognized and widely-trusted brands,
including: Housewares: OXO®, Good Grips®, Soft Works®, OXO
tot®, OXO Steel® and Hydro Flask®; Health & Home:
Vicks®, Braun®, Honeywell®, PUR®, Febreze®, Stinger®, Duracraft®
and SoftHeat®; and Beauty: Revlon®, Vidal Sassoon®, Dr.
Scholl's®, Pro Beauty Tools®, Sure®, Pert®, Infusium23®, Brut®,
Ammens®, Hot Tools®, Bed Head®, Karina®, Ogilvie® and Gold 'N Hot®.
The Nutritional Supplements segment was formed with the
acquisition of Healthy Directions, a U.S. market leader in premium
doctor-branded vitamins, minerals and supplements, as well as other
health products sold directly to consumers. The Honeywell®
trademark is used under license from Honeywell International Inc.
The Vicks®, Braun®, Febreze® and Vidal Sassoon® trademarks are used
under license from The Procter & Gamble Company. The Revlon®
trademark is used under license from Revlon Consumer Products
Corporation. The Bed Head® trademark is used under license from
Unilever PLC. The Dr. Scholl's® trademark is used under license
from MSD Consumer Care, Inc.
For more information about Helen of Troy, please visit
www.hotus.com.
Forward Looking
Statements:
This press release may contain forward-looking statements, which
are subject to change. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Any or all of the forward-looking
statements may turn out to be wrong. They can be affected by
inaccurate assumptions or by known or unknown risks and
uncertainties. Many of these factors will be important in
determining the Company's actual future results. Consequently, no
forward-looking statement can be guaranteed. Actual future results
may vary materially from those expressed or implied in any
forward-looking statements. The forward-looking statements are
qualified in their entirety by a number of risks that could cause
actual results to differ materially from historical or anticipated
results. Generally, the words "anticipates", "estimates",
"believes", "expects", "plans", "may", "will", "should", "seeks",
"project", "predict", "potential", "continue", "intends", and other
similar words identify forward-looking statements. The Company
cautions readers not to place undue reliance on forward-looking
statements. The Company intends its forward-looking statements to
speak only as of the time of such statements, and does not
undertake to update or revise them as more information becomes
available. The forward-looking statements contained in this press
release should be read in conjunction with, and are subject to and
qualified by, the risks described in the Company's Form 10-K for
the year ended February 28, 2015 and in our other filings with the
SEC. Investors are urged to refer to the risk factors referred to
above for a description of these risks. Such risks include, among
others, the departure and recruitment of key personnel, the
Company's ability to deliver products to our customers in a timely
manner, the costs of complying with the business demands and
requirements of large sophisticated customers, the Company's
relationship with key customers and licensors, our dependence on
the strength of retail economies and vulnerabilities to an economic
downturn, expectations regarding acquisitions and the integration
of acquired businesses, including our acquisition of Hydro Flask,
exchange rate risks, disruptions in U.S., European and other
international credit markets, risks associated with weather
conditions, the Company’s dependence on foreign sources of supply
and foreign manufacturing, risks associated with the availability,
purity and integrity of materials used in nutritional supplements,
the impact of changing costs of raw materials and energy on cost of
goods sold and certain operating expenses, the Company's geographic
concentration of certain U.S. distribution facilities, which
increases our exposure to significant shipping disruptions and
added shipping and storage costs, the Company's projections of
product demand, sales, net income and earnings per share are highly
subjective and our future net sales revenue and net income could
vary in a material amount from such projections, circumstances that
may contribute to future impairment of goodwill, intangible or
other long-lived assets, the risks associated with the use of
trademarks licensed from and to third parties, the Company's
ability to develop and introduce innovative new products to meet
changing consumer preferences, increased product liability and
reputational risks associated with the formulation and distribution
of nutritional supplements, risks associated with adverse publicity
and negative public perception regarding the use of nutritional
supplements, trade barriers, exchange controls, expropriations, and
other risks associated with foreign operations, the Company’s debt
leverage and the constraints it may impose, the costs, complexity
and challenges of upgrading and managing our global information
systems, the risks associated with information security breaches,
the increased complexity of compliance with a number of new
government regulations as a result of adding nutritional
supplements to the Company’s portfolio of products, the risks
associated with tax audits and related disputes with taxing
authorities, potential changes in laws, including tax laws, and the
Company's ability to continue to avoid classification as a
controlled foreign corporation.
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version on businesswire.com: http://www.businesswire.com/news/home/20160321005321/en/
Investor Contacts:ICR, Inc.Allison Malkin / Anne
Rakunas203-682-8200 / 310-954-1113
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