Spectrum Brands Holdings, Inc. Continues as the
Successor Company
Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”),
a global consumer products company offering a broad portfolio of
leading brands and focused on driving innovation and exceptional
customer service, today announced the completion of the previously
announced merger between Spectrum Brands and HRG Group, Inc. ("HRG
Group"). Following the closing, Spectrum Brands continues as the
successor to HRG Group under the name Spectrum Brands Holdings,
Inc. Spectrum Brands’ common stock will continue to trade under the
ticker “SPB” on the New York Stock Exchange.
The closing of the transaction follows overwhelming approval
from shareholders of both Spectrum Brands and HRG Group at their
respective Special Meetings of Shareholders held today.
The combination of Spectrum Brands and HRG Group creates an
independent company with a more widely distributed shareholder
base, meaningfully increased trading liquidity in its common stock
and an independent governance structure. The combination provides
HRG Group shareholders with the ability to participate in the
upside potential of the combined company while receiving unlocked
value from the merger.
“I would like to take this opportunity to welcome our new
shareholders and thank them, and our existing shareholders, for
their support,” said David M. Maura, Executive Chairman and Chief
Executive Officer of Spectrum Brands. “With this combination
completed, Spectrum Brands is well positioned to continue its
transformation and deliver on the Company’s long-term potential.
Looking ahead, we remain focused on driving meaningful operational
improvements across all of our business units and completing our
stated asset divestitures to transform into a faster-growing,
higher-margin business. We will serve our customers, employees and
stakeholders with renewed energy and focus as we continue as an
independent company.”
The combined company’s headquarters will remain in Middleton,
Wisconsin, and the current Spectrum Brands management team will
lead the combined company. In addition, the combined company will
be led by the current Spectrum Brands board following Mr. Ehsan
Zargar’s resignation and the appointment of Mr. David Harris, an
independent director nominated by Jefferies Financial Group Inc.
(formerly Leucadia National Corporation), a large stockholder of
the combined company.
As previously announced on February 26, 2018, under the terms of
the merger agreement, at the closing of the merger HRG Group
implemented a reverse stock split such that HRG Group shareholders
received in the aggregate a number of shares of the combined
company equal to the number of shares of Spectrum Brands currently
held by HRG Group prior to the merger, subject to certain
adjustments. Spectrum Brands shareholders received one newly issued
share of the combined company for each share of Spectrum Brands
that they owned prior to the combination. For more information
regarding the merger, including the stock split, please refer to
the definitive proxy statement dated June 12, 2018 and filed with
the Securities and Exchange Commission.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is
a global consumer products company offering a portfolio of leading
brands providing superior value to consumers and customers every
day. The Company is 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®, Russell Hobbs®, Black+Decker®, Tetra®, Marineland®,
Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and
Eukanuba® (Europe only), Digest-eeze™, Healthy-Hide®, Littermaid®,
Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid
Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in approximately 160 countries. Based in
Middleton, Wisconsin, Spectrum Brands Holdings generated net sales
from continuing operations of approximately $3.0 billion in fiscal
2017. For more information, visit www.spectrumbrands.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain matters discussed in this 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) any delay or inability of the combined company
to realize the expected benefits of the merger; (2) changes in tax
laws, regulations, rates, policies or interpretations; (3) the risk
of unexpected significant transaction costs and/or unknown
liabilities; (4) potential litigation relating to the merger; (5)
the outcome of Spectrum Brands’ previously announced transaction to
sell the Global Battery and Lighting Business and exploration of
strategic options for Spectrum Brands’ 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, Spectrum Brands’ ability
to realize the expected benefits of such transaction; (6) the
impact of expenses resulting from the implementation of new
business strategies, divestitures or current and proposed
restructuring activities; (7) the potential disruption to Spectrum
Brands’ 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 merger, the previously
announced transaction to sell Spectrum Brands’ Global Battery and
Lighting Business, in connection with the strategic options for
Spectrum Brands’ Appliances business or otherwise; and (8) general
economic and business conditions that affect the combined company
following the merger. Risks that could cause actual risks to differ
from those anticipated as of the date hereof include those
discussed herein, those set forth in the combined securities
filings of Spectrum Brands and SB/RH Holdings, LLC, including their
most recently filed Annual Report on Form 10-K, as amended, as
updated in subsequent Quarterly Reports on Form 10-Q and those set
forth in the securities filings of HRG Group, including its most
recently filed Annual Report on Form 10-K.
Spectrum Brands 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 report. Spectrum Brands 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: https://www.businesswire.com/news/home/20180713005477/en/
Spectrum Brands Holdings, Inc.Investor/Media Contact:Dave
Prichard608-278-6141
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