Transaction Represents Significant Step in
Strategy to Reshape Spectrum Brands into Faster-Growing,
Higher-Margin, More Focused Consumer Brands Company
Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”),
a global consumer products company offering a portfolio of leading
brands providing superior value to consumers and customers every
day, announced today that it has entered into a definitive
agreement to sell its Global Battery and Lighting Business
(“Battery Business”) to Energizer Holdings, Inc. (NYSE: ENR)
(“Energizer”) for $2.0 billion in cash. The Company expects to use
the net cash proceeds after tax and transaction costs to reduce
debt, reinvest in its core businesses both organically and through
bolt-on acquisitions, and repurchase shares.
“Today’s announcement is a culmination of our efforts to sell
the Battery Business in order to refocus Spectrum Brands and
enhance shareholder value. While we have a long and proud heritage
in the Battery Business, this is a key part of our re-allocation of
capital strategy towards a faster-growing and higher-margin
Spectrum Brands,” said David Maura, Executive Chairman of Spectrum
Brands Holdings.
Andreas Rouvé, Chief Executive Officer of Spectrum Brands
Holdings, said, “Through this transaction, we are making progress
towards repositioning ourselves with an increased focus on our
remaining businesses of Hardware & Home Improvement, Global
Auto Care and Pet, Home & Garden. We are focusing our portfolio
to strengthen our business and drive long-term growth and
shareholder value.
"Our Global Battery Business is a true reflection of Spectrum
Brands’ strengths – a portfolio of well-known and widely trusted
brands driven by a culture of innovation and by passionate people
to generate consistent results,” Mr. Rouvé added. “We are pleased
to be selling to owners who can deliver the necessary resources and
market expertise, and provide strong support for our people and the
business’ future growth plans.”
The transaction is expected to close prior to the end of
calendar 2018, subject to customary closing conditions, including
regulatory approvals.
Spectrum Brands had previously announced on January 3, 2018 that
it was exploring strategic alternatives for its Global Batteries
& Appliances (GBA) businesses. Spectrum Brands is actively
marketing its Appliances business. No assurance can be given that
any transaction will result from these efforts. The Company does
not intend to comment on or provide updates regarding the
exploration of strategic options unless and until it determines
that further disclosure is appropriate or required based on the
then-current facts and circumstances.
RBC Capital Markets acted as exclusive financial advisor and
Kirkland & Ellis LLP acted as legal advisor to Spectrum Brands
in connection with the transaction.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is
a global and diversified consumer products company and a leading
supplier of consumer batteries, residential locksets, residential
builders’ hardware, plumbing, shaving and grooming products,
personal care products, small household appliances, specialty pet
supplies, lawn and garden and home pest control products, personal
insect repellents, and auto care products. Helping to meet the
needs of consumers worldwide, our Company offers a broad portfolio
of market-leading, well-known and widely trusted brands including
Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®,
Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®,
Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS®
and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™,
Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®,
Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands'
products are sold in approximately 160 countries. Spectrum Brands
Holdings generated net sales of approximately $5.01 billion in
fiscal 2017. For more information, visit
www.spectrumbrands.com.
Forward-Looking Statements
Certain matters discussed in this news release may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. We have tried, whenever
possible, to identify these statements by using words like
“future,” “anticipate”, “intend,” “plan,” “estimate,” “believe,”
“expect,” “project,” “forecast,” “could,” “would,” “should,”
“will,” “may,” and similar expressions of future intent or the
negative of such terms. These statements are subject to a number of
risks and uncertainties that could cause results to differ
materially from those anticipated as of the date of this
release. Actual results may differ materially as a result of
(1) the ability to consummate the announced transaction on the
expected terms and within the anticipated time period, or at all,
which is dependent on the parties’ ability to satisfy certain
closing conditions, (2) the risk that regulatory approvals that are
required to complete the proposed transaction may not be received,
may take longer than expected or may impose adverse conditions, (3)
our ability to realize the expected benefits of such transaction
and to successfully separate the Global Consumer Battery Business,
(4) the outcome of our exploration of strategic options for our
Appliances business, including uncertainty regarding consummation
of any such transaction or transactions and the terms of such
transaction or transactions, if any, and, if consummated, the
Company’s ability to realize the expected benefits of such
transaction; (5) the impact of our indebtedness on our business,
financial condition and results of operations; (6) the impact of
restrictions in our debt instruments on our ability to operate our
business, finance our capital needs or pursue or expand business
strategies; (7) any failure to comply with financial covenants and
other provisions and restrictions of our debt instruments; (8) the
impact of actions taken by significant stockholders; (9) the
Special Committee of the Board of Directors’ exploration and
negotiation of a potential transaction with HRG Group, Inc., if
any, including uncertainty regarding consummation of such
transaction and the terms of such transaction, and, if consummated,
the Company’s ability to realize the expected benefits of such
transaction, potential disruption to our business or diverted
management attention as a result of the exploration or negotiation
of such transaction; (10) the impact of expenses resulting from the
implementation of new business strategies, divestitures or current
and proposed restructuring activities; (11) the potential
disruption to our business or diverted management attention, and
the unanticipated loss of key members of senior management or other
employees, in each case as a result of the announced transaction,
in connection with the strategic options for our Appliances
business or otherwise; (12) the effects of general economic
conditions, including inflation, recession or fears of a recession,
depression or fears of a depression, labor costs and stock market
volatility or changes in trade, monetary or fiscal policies in the
countries where we do business; and (13) the effects of political
or economic conditions, terrorist attacks, acts of war or other
unrest in international markets, including those discussed herein
and those set forth in the combined securities filing of Spectrum
Brands Holdings, Inc. and SB/RH Holdings, LLC, including their most
recently filed Annual Report on Form 10-K or Quarterly Report on
Form 10-Q.
Spectrum Brands Holdings also cautions the reader that its
estimates of trends, market share, retail consumption of its
products and reasons for changes in such consumption are based
solely on limited data available to Spectrum Brands Holdings and
management’s reasonable assumptions about market conditions, and
consequently may be inaccurate, or may not reflect significant
segments of the retail market. Spectrum Brands Holdings also
cautions the reader that undue reliance should not be placed on any
forward-looking statements, which speak only as of the date of this
release. Spectrum Brands Holdings undertakes no duty or
responsibility to update any of these forward-looking statements to
reflect events or circumstances after the date of this report or to
reflect actual outcomes.
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version on businesswire.com: http://www.businesswire.com/news/home/20180116005594/en/
Spectrum Brands Holdings, Inc.Investor/Media
Contact:Dave Prichard, 608-278-6141
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