ST. LOUIS, Jan. 16, 2018 /PRNewswire/ -- Energizer Holdings,
Inc. (NYSE:ENR) today announced that it has entered into a
definitive agreement to acquire Spectrum Brands' (NYSE: SPB)
Global Battery and Portable Lighting Business ("Spectrum
Batteries") for $2.0 billion in
cash. Anchored by the Varta® and Rayovac® brands, the
portfolio has a longstanding history, global footprint and
diversified range of products including alkaline, carbon zinc,
hearing aid and nickel metal hydride rechargeable batteries as well
as battery chargers and portable lighting products.
The combination will expand Energizer's presence in a number of
international markets, broaden Energizer's product portfolio and
manufacturing capabilities, and increase capacity for research and
development. This will enable consumers to benefit from
accelerated innovation and a wider range of products, and provide
the opportunity to drive cost efficiencies to enhance the Company's
ability to compete in the category.
Spectrum Batteries generated 2017 revenue and EBITDA of
$866 million and $169 million, respectively. The acquisition
price represents a transaction multiple of 7.5 times Fiscal 2017
EBITDA, net of tax benefits with a net present value of
approximately $100 million and
including estimated run-rate synergies of $80 to $100 million
and the costs to achieve. The transaction is expected to
deliver modest accretion to Energizer's adjusted earnings per share
and free cash flow in the first year, excluding one-time
transaction and integration costs, and will achieve additional
favorable accretive impacts following our realization of targeted
synergies.
"The acquisition of Spectrum Batteries represents a compelling
strategic, operational, and financial fit for Energizer," said
Alan R. Hoskins, Chief Executive
Officer of Energizer. "The combination will enable us to
leverage Spectrum Brands' manufacturing assets, significantly
expand our international business and enhance our long-term brand
building capabilities as we broaden our portfolio with the Varta
and Rayovac brands and our geographies with Spectrum Batteries'
passionate global colleagues. We have great respect for
Spectrum Batteries and the strong business its colleagues have
built, and are excited to bring together the talented colleagues
from around the globe from both organizations to drive our business
to new heights. In addition, the top-line and free cash
flow growth from this acquisition, combined with the opportunity to
realize meaningful synergies, will further enhance our ability to
drive long-term shareholder value."
Energizer intends to fund the acquisition through a combination
of existing cash and committed debt facilities, expected to consist
of a new term loan and senior notes. In addition, Energizer
intends to maintain its existing senior notes, maturing in
2025.
The transaction is subject to customary closing conditions,
including regulatory approvals. The acquisition is expected to
close prior to the end of calendar 2018.
Barclays acted as exclusive financial advisor and King &
Spalding acted as legal counsel to Energizer on the
transaction. Barclays and J.P. Morgan have committed to
provide financing for the transaction.
Conference Call and Webcast Information:
In conjunction with this announcement, Energizer will hold an
investor conference call and webcast beginning at 8:30 a.m. eastern time today to discuss the
transaction. The call may be accessed by dialing
1-844-492-3730 about 10 minutes before the start of the call.
International callers may dial 1-412-542-4197. Please ask to join
Energizer Holdings, Inc.'s call. A slide presentation
will accompany the call and can be accessed from the Investors
section of the Company's website, www.energizerholdings.com, under
"Investors" and "Events and Presentations" tabs. In addition,
the call will be webcast on www.energizerholdings.com and can be
accessed via the following link:
https://www.webcaster4.com/Webcast/Page/1192/24184
For those unable to participate during the live webcast, a
replay will be available on www.energizerholdings.com, under
"Investors," "Events and Presentations," and "Past Events"
tabs.
About Energizer Holdings, Inc.
Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the world's largest
manufacturers of primary batteries and portable lighting products
and is anchored by its two globally recognized brands Energizer®
and Eveready®. Energizer is also a leading designer and marketer of
automotive fragrance and appearance products from recognized brands
such as Refresh Your Car!®, California Scents®, Driven®, Bahama
& Co.®, LEXOL® and Eagle One®. As a global branded distributor
of consumer products, our mission is to lead the charge to deliver
value to our customers and consumers better than anyone else. Visit
www.energizerholdings.com for more details.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including without limitation, statements about the expected
benefits of the proposed transaction, the manner in which the
proposed transaction is expected to be financed and anticipated
timing of the completion of the proposed transaction. These
forward-looking statements generally are identified by the words
"will," "opportunity," "offers," "expected," "intends,"
"anticipated" and similar words and expressions. Any statements
that are not statements of historical fact should be considered to
be forward-looking statements. Any such forward looking
statements are made based on information currently known and are
subject to various risks and uncertainties. Risks and
uncertainties to which these forward-looking statements are subject
include, without limitation: (1) the proposed transaction may not
be completed on the anticipated terms and timing or at all, (2)
required regulatory approvals, including antitrust approvals, are
not obtained, or that in order to obtain such regulatory approvals,
conditions are imposed that adversely affect the anticipated
benefits from the proposed transaction or cause the parties to
abandon the proposed transaction, (3) a condition to closing of the
proposed transaction may not be satisfied, (4) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transactions, (5) the ability to
obtain or consummate financing or refinancing related to the
transaction upon acceptable terms or at all, (6) risks associated
with third party contracts containing consent and/or other
provisions that may be triggered by the proposed transaction, (7)
negative effects of the announcement or the consummation of the
transaction on the market price of Energizer's common stock, (8)
the potential impact of unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition and losses on the
future prospects, business and management strategies for the
management, expansion and growth of Energizer's operations after
the consummation of the transaction and on the other conditions to
the completion of the proposed transaction, (9) the risks and costs
associated with, and the ability of Energizer to, integrate the
businesses successfully and to achieve anticipated synergies, (10)
the risk that disruptions from the proposed transaction will harm
Energizer's business, including current plans and operations, (11)
risks related to changes and developments in external competitive
market factors, such as introduction of new product features or
technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending,
(12) the ability of Energizer to retain and hire key personnel,
(13) adverse legal and regulatory developments or determinations or
adverse changes in, or interpretations of, U.S. or other foreign
laws, rules or regulations, including tax laws, rules and
regulations, that could delay or prevent completion of the proposed
transactions or cause the terms of the proposed transactions to be
modified, and (14) management's response to any of the
aforementioned factors. For additional information concerning
factors that could cause actual results and events to differ
materially from those projected herein, please refer to Energizer's
most recent 10-K, 10-Q and 8-K reports. Energizer does not
assume any obligation to publicly provide revisions or updates to
any forward looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
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SOURCE Energizer Holdings, Inc.