Spectrum Brands Stockholders Approve Proposed Merger With HRG Group, Inc.
July 13 2018 - 10:33AM
Business Wire
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 that its stockholders approved
its previously announced merger with HRG Group, Inc. (NYSE: HRG) at
a special meeting of Spectrum Brands stockholders held earlier
today. Spectrum Brands stockholders approved all proposals put
forward at the special meeting.
Spectrum Brands expects the merger to close after the close of
business today, July 13, 2018.
About Spectrum Brands Holdings, Inc.
Spectrum Brands, 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®, GloFish®, Nature’s Miracle®, Dingo®, 8‐in‐1®,
FURminator®, IAMS® and Eukanuba® (Europe only), Healthy‐Hide®,
Digest‐eeze™, DreamBone®, SmartBones®, Littermaid®, Spectracide®,
Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®,
STP® and A/C PRO®. Spectrum Brands Holdings' products are sold in
approximately 160 countries. 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) 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) any delay or inability of
the combined company to realize the expected benefits of the
transaction; (3) changes in tax laws, regulations, rates, policies
or interpretations; (4) the value of the combined company shares to
be issued in the transaction; (5) the risk of unexpected
significant transaction costs and/or unknown liabilities; (6)
potential litigation relating to the Merger; (7) 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; (8) the impact of actions
taken by significant stockholders; (9) the impact of expenses
resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring activities; (10)
the potential disruption to Spectrum Brands’ or HRG’s 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, 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 (11) general economic
and business conditions that affect the combined company following
the transaction. 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, 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/20180713005283/en/
Investor/Media Contact:Spectrum Brands Holdings,
Inc.Dave Prichard608-278-6141
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