Spectrum Brands Completes Acquisition of Tristar
Products' Kitchen Appliances and Cookware Business
February 18, 2022 04:30 PM Eastern Standard Time
MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum
Brands Holdings, Inc. (NYSE: SPB; "Spectrum Brands" or the "Company"), a
leading global branded consumer products and home essentials company focused on
driving innovation and providing exceptional customer service, announced today
the completion of its previously announced acquisition of the kitchen
appliances and cookware categories of Tristar Products, Inc. ("Tristar").
"We welcome the Tristar business and employees to our Home and
Personal Care ("HPC"
"We welcome the Tristar business and employees to our Home and
Personal Care ("HPC") business and are tremendously excited about this
partnership and the bright future of these two complementary assets," said
David Maura, Chairman and Chief Executive of Spectrum Brands. "I am even more
excited about this strategic combination after joining our HPC global
leadership and new product development, engineering and marketing teams in
hosting the Tristar team last week at our Middleton, WI facilities. The energy,
creativity and ideas that we have already generated, reaffirm my confidence
that we will create a leading global home appliances and personal care company,
separate from Spectrum Brands, with a powerful and innovative portfolio of
leading brands, delivering higher margins and faster sustainable long-term
growth."
Credit Suisse Securities, RBC Capital Markets and Canaccord
Genuity Sawaya Partners acted as financial advisors, and Sidley Austin LLP and
Davis Polk & Wardwell LLP acted as legal counsel to Spectrum Brands on the
transaction. Stifel acted as exclusive financial advisor and Venable LLP as
legal counsel to Tristar Products.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings is a home-essentials company with a
mission to make living better at home. We focus on delivering innovative
products and solutions to consumers for use in and around the home through our
trusted brands. We are a leading supplier of shaving and grooming products,
personal care products, small household appliances, specialty pet supplies,
lawn and garden and home pest control products, and personal insect repellents.
Helping to meet the needs of consumers worldwide, Spectrum Brands offers a
broad portfolio of market-leading, well-known and widely trusted brands
including Emeril Everyday®, PowerXL®, Copper Chef®, Remington®, George
Foreman®, Russell Hobbs®, Black+Decker®, Tetra®, DreamBone®, SmartBones®,
Nature's Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!® ,
OmegaOne®, OmegaSea®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®, Black Flag®, and Liquid
Fence®. For more information, please visit www.spectrumbrands.com. Spectrum Brands – A Home Essentials
Company™
Forward-Looking Statements
Certain matters discussed in this press 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 the words like "future", "anticipate", "intend",
"plan", "believe", "expect", "project", "forecast", "could", "would", "should",
"will", "may" and similar expressions of future intent or the negative of such
terms. These statements are based upon our current expectations of future
events and projections and are subject to a number of risks and uncertainties,
many of which are beyond our control and some of which may change rapidly,
actual results or outcomes may differ materially from those expressed or
implied herein, and you should not place undue reliance on these statements.
Important factors that could cause our actual results to differ materially from
those expressed or implied herein include, without limitation: (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 and our ability to realize the benefits
of the transaction; (2) the risk that regulatory approvals that are required to
complete the proposed transaction may not be received, may take longer than
expected or may impose adverse conditions; (3) our ability to realize the
expected benefits of such transaction and to successfully integrate the
business; (4) our ability to create an independent Global Appliances business
on expected terms, and within the anticipated time period, or at all, and to
realize the potential benefits of such business; (5) our ability to
successfully separate the Company's Home and Personal Care business and to
realize the expected benefits of such separation terms, and within the
anticipated time period, or at all; (6) our discretion to conduct, suspend or
discontinue our share repurchase program (including our discretion to conduct
purchases, if any, in a variety of manners including open-market purchases or
privately negotiated transactions); (7) the impact of the COVID-19 pandemic on
our customers, employees, manufacturing facilities, suppliers, the capital
markets and our financial condition, and results of operations, all of which
tend to aggravate the other risks and uncertainties we face; (8) the impact of
our indebtedness on our business, financial condition and results of
operations; (9) the impact of restrictions in our debt instruments on our
ability to operate our business, finance our capital needs or pursue or expand
business strategies; (10) any failure to comply with financial covenants and
other provisions and restrictions of our debt instruments; (11) the effects of
general economic conditions, including the impact of, and changes to tariffs
and trade policies, inflation, recession or fears of a recession, depression or
fears of a depression, labor costs and stock market volatility or monetary or
fiscal policies in the countries where we do business; (12) the impact of
fluctuations in transportation and shipment costs, commodity prices, costs or
availability of raw materials or terms and conditions available from suppliers,
including suppliers' willingness to advance credit; (13) interest rate and
exchange rate fluctuations; (14) the loss of, significant reduction in, or
dependence upon, sales to any significant retail customer(s); (15) competitive
promotional activity or spending by competitors, or price reductions by
competitors; (16) the introduction of new product features or technological
developments by competitors and/or the development of new competitors or
competitive brands; (17) the impact of actions taken by significant
stockholders; (18) changes in consumer spending preferences and demand for our
products, particularly in light of the COVID-19 pandemic and economic stress;
(19) our ability to develop and successfully introduce new products, protect
our intellectual property and avoid infringing the intellectual property of
third parties; (20) our ability to successfully identify, implement, achieve
and sustain productivity improvements (including our Global Productivity
Improvement Program), cost efficiencies (including at our manufacturing and
distribution operations) and cost savings; (21) the seasonal nature of sales of
certain of our products; (22) the effects of climate change and unusual weather
activity, as well as further natural disasters and pandemics; (23) the cost and
effect of unanticipated legal, tax or regulatory proceedings or new laws or
regulations (including environmental, public health and consumer protection
regulations); (24) public perception regarding the safety of products that we
manufacture and sell, including the potential for environmental liabilities,
product liability claims, litigation and other claims related to products
manufactured by us and third parties; (25) the impact of existing, pending or
threatened litigation, government regulations or other requirements or
operating standards applicable to our business; (26) the impact of
cybersecurity breaches or our actual or perceived failure to protect company
and personal data, including our failure to comply with new and increasingly
complex global data privacy regulations; (27) changes in accounting policies
applicable to our business; (28) our ability to utilize net operating loss
carry-forwards to offset tax liabilities from future taxable income; (29) the
impact of expenses resulting from the implementation of new business
strategies, divestitures or current and proposed restructuring activities; (30)
our ability to successfully implement further acquisitions or dispositions and
the impact of any such transactions on our financial performance; (31) the
unanticipated loss of key members of senior management and the transition of
new members of our management teams to their new roles; (32) the impact of
economic, social and political conditions or civil unrest in the U.S. and other
countries; (33) the effects of political or economic conditions, terrorist
attacks, acts of war, including any potential conflict in Ukraine, natural
disasters, public health concerns or other unrest in international markets;
(34) our ability to achieve our goals regarding environmental, social and
governance practices; (35) our increased reliance on third party partners,
suppliers, and distributors to achieve our business objectives; (36) the
ability to consummate the announced Hardware and Home Improvement ("HHI")
divestiture on the expected terms and within the anticipated time period, or at
all; (37) the risk that regulatory approvals that are required to consummate
the proposed HHI divestiture may not be realized, may take longer than expected,
or may impose adverse conditions; and (38) the other risk factors set forth in
the securities filings of Spectrum Brands Holdings, Inc. and SB/RH Holdings,
LLC, including our fiscal 2021 Annual Report and subsequent Quarterly Reports
on Form 10-Q.
Some of the above-mentioned factors are described in further
detail in the sections entitled "Risk Factors" in our annual and quarterly
reports, as applicable. You should assume the information appearing in this
press release is accurate only as of the date hereof, or as otherwise
specified, as our business, financial condition, results of operations and
prospects may have changed since such date. Except as required by applicable
law, including the securities laws of the United States and the rules and regulations
of the United States Securities and Exchange Commission, we undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise, to reflect actual
results or changes in factors or assumptions affecting such forward-looking
statements.
Contacts
Investor/Media Contact:
Jeremy Smeltser
608-275-4917
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