ST. LOUIS and
MIDDLETON, Wis.,
Dec. 11, 2018
/PRNewswire/ -- Energizer Holdings, Inc. (NYSE: ENR)
("Energizer") and Spectrum Brands Holdings, Inc. (NYSE: SPB)
("Spectrum Brands") today announced that they have received
clearance from the European Commission ("EC") for Energizer's
proposed acquisition of Spectrum Brands' battery and portable
lighting business. The parties have now received all outstanding
approvals necessary to complete the transaction and expect to close
the transaction in January 2019. The transaction will be
funded through a mix of term loans and senior notes, which have
been raised and are being held in escrow, as well as cash on
hand.
As previously announced, the EC's approval is conditional
on the divestiture of the Varta® consumer battery, chargers,
portable power and portable lighting business in the Europe, the Middle
East and Africa region,
including manufacturing and distribution facilities in Germany (the "Varta Divestment
Business"). Energizer will retain the rights to the Varta®
brand in the rest of the world, as well as Spectrum's global
Rayovac®-branded consumer and hearing aid batteries business.
Energizer intends to begin the formal divestiture process
immediately following the closing of the acquisition.
Energizer expects to complete the divestiture of the Varta
Divestment Business during the first half of calendar year
2019.
"The receipt of the EC's approval is a critical step
forward toward completing the acquisition of Spectrum Brands'
battery and lighting business and we are excited to turn our
attention to finalizing the transaction and realizing the strategic
and financial benefits it offers," said Alan Hoskins,
Energizer's Chief Executive Officer. "The acquisition will
significantly expand our battery business and enhance our long-term
brand building capabilities as we broaden our portfolio, realize
meaningful synergies and further enhance our ability to drive
long-term shareholder value."
"We are pleased to have received the EC's approval and are
excited about closing this transaction in January of 2019. The
closing of this transaction will permit us to significantly reduce
our indebtedness and increase our operational focus on our
remaining business units," said David
Maura, Spectrum Brands' Executive Chairman and Chief
Executive Officer. "I would like to thank all our employees and all
of Energizer's employees for navigating this transaction to a
successful outcome. I'm confident that Energizer's stewardship and
investment behind the combined battery businesses will create value
for all stakeholders for many years to come."
In addition to conditional approval from the EC, Energizer
and Spectrum Brands have already obtained approval of the
transaction in the United States, Australia,
and Colombia.
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 anticipated
timing of the completion of the proposed transactions, the uses of
any proceeds from the transaction and the process and timeline with
respect to sale of the Varta Divestment Business. These
forward-looking statements generally are identified by the words
"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 transactions and/or the divestment of
the Varta Divestment Business may not be completed on the
anticipated terms and timing or at all, (2) conditions imposed on
required regulatory approvals that could adversely affect the
anticipated benefits from the proposed transactions, (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 transactions 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 transactions, (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 transactions
and on the other conditions to the completion of the proposed
transactions, (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 transactions 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 and Spectrum Brands' most
recent 10-K, 10-Q, 8-K reports and other publicly available
filings. Energizer and Spectrum Brands do 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.
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 NuFinish®, 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, Inc. (NYSE:
SPB) 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.
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SOURCE Energizer Holdings, Inc.