ST. LOUIS and MIDDLETON, Wisconsin, March 29, 2018 /PRNewswire/ -- Energizer
Holdings, Inc. (NYSE: ENR) ("Energizer") and Spectrum Brands
Holdings, Inc. (NYSE: SPB) ("Spectrum Brands") today announced that
the Federal Trade Commission has allowed expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended ("HSR Act"), with respect to the previously
announced acquisition by Energizer of Spectrum Brands' battery and
lighting products business.
"We look forward to closing the acquisition of Spectrum Brands'
battery and lighting products business and welcoming their global
team into the Energizer family," said Alan
Hoskins, Chief Executive Officer, Energizer Holdings, Inc.
"The combination will expand our presence in a number of
international markets, broaden our product portfolio and
manufacturing capabilities, and increase our ability to bring
innovative new products to consumers."
"We are pleased to achieve this milestone and take a significant
step toward completing our transaction with Energizer. Once the
transaction closes, Energizer will be well positioned to deliver
the necessary resources and market expertise, and provide strong
support for our people and the business' future growth plans. For
Spectrum Brands, we are continuing to execute our strategic plan to
becoming a faster-growing and higher-margin company," said
David Maura, Executive Chairman of
Spectrum Brands Holdings.
The expiration of the waiting period under the HSR Act satisfies
one of the closing conditions of the pending transaction. The
transaction remains subject to other customary closing conditions,
including regulatory approvals in several jurisdictions outside
the United States. Both parties
expect the transaction to close in the second half of calendar
2018.
King & Spalding LLP served as counsel for Energizer with
Norman Armstrong, Jr. as lead
antitrust counsel. Kirkland & Ellis LLP served as counsel for
Spectrum with Matthew Reilly as lead
antitrust counsel.
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.
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. In fiscal 2017, Spectrum Brands Holdings generated net
sales from continuing operations of approximately $3.0 billion. For more information, visit
www.spectrumbrands.com.
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.