MADISON, Wisc., May 10, 2010 (BUSINESS WIRE) --Spectrum Brands (NYSE:SPB) ("Spectrum," Spectrum Brands" or the
"Company") announced today that a special meeting of shareholders will
be held Friday, June 11, 2010, to vote on the adoption of the Agreement
and Plan of Merger, dated as of February 9, 2010, as amended, by and
among Spectrum Brands Holdings, Inc. ("SB Holdings"), Battery Merger
Corp., Grill Merger Corp., Spectrum Brands and Russell Hobbs, Inc.
("Russell Hobbs"). Shareholders as of the close of business on the
record date of May 5, 2010 will be provided notice and proxy materials,
and will be entitled to vote at the special meeting.
As previously announced, the proposed merger of Russell Hobbs and
Spectrum Brands will create a new global consumer products company with
an estimated $3 billion in annual revenues, a strong balance sheet, and
a diverse portfolio of market-leading brands.
Also as previously announced, two conditions to the closing of the
proposed merger are the approval by holders of a majority of Spectrum
Brands' common stock and, separately, by holders of a majority of
Spectrum Brands' common stock not owned by Harbinger Capital Partners
("Harbinger"). Spectrum's two largest shareholders, Harbinger and Avenue
Capital, have agreed, subject to certain conditions, to vote their
shares of Spectrum Brands' common stock in favor of the transaction. As
of the last dates each company reported its share totals, Harbinger held
just over 40 percent of the Company's outstanding shares and Avenue
Capital held approximately 22 percent of the Company's outstanding
shares.
The merger is now expected to close in June 2010. The closing is subject
to the joint proxy statement/prospectus being declared effective by the
Securities and Exchange Commission, closing of the Company's financing,
receipt of necessary shareholder approvals and other customary closing
conditions.
About Spectrum Brands
Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products, personal
care products, specialty pet supplies, lawn & garden and home pest
control products, personal insect repellents and portable lighting.
Helping to meet the needs of consumers worldwide, included in its
portfolio of widely trusted brands are Rayovac(R), Remington(R), Varta(R),
Tetra(R), Marineland(R), Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more than
one million stores in more than 120 countries around the world. Spectrum
Brands generates annual revenue from continuing operations in excess of
$2 billion.
Certain matters discussed in this news release, with the exception of
historical matters, may be forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. 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) Spectrum Brands' ability to manage and otherwise comply with its
covenants with respect to its significant outstanding indebtedness, (2)
Spectrum Brands' ability to identify, develop and retain key employees,
(3) risks that 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, (4) changes in consumer
demand for the various types of products Spectrum Brands offers, (5)
unfavorable developments in the global credit markets, (6) the impact of
overall economic conditions on consumer spending, (7) fluctuations in
commodities prices, the costs or availability of raw materials or terms
and conditions available from suppliers, (8) changes in the general
economic conditions in countries and regions where Spectrum Brands does
business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) Spectrum Brands' ability to
successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting
initiatives and (10) unfavorable weather conditions and various other
risks and uncertainties, including those discussed herein and those set
forth in Spectrum Brands' securities filings, including the most
recently filed Annual Report on Form 10-K or Quarterly Reports on Form
10-Q.Spectrum Brands also cautions the reader that its estimates
of trends, market share, retail consumption of its products and reasons
for changes in such consumption are based solely on limited data
available to Spectrum Brands and management's reasonable assumptions
about market conditions, and consequently may be inaccurate, or may not
reflect significant segments of the retail market.
In addition, the following factors, among others, could cause actual
results to differ materially from those set forth in the forward-looking
statements:
- the failure of Spectrum stockholders to approve this transaction;
- the risk that the businesses will not be integrated successfully;
- the risk that synergies will not be realized;
- the risk that the combined company following this transaction will
not realize on its financing strategy;
- litigation in respect of either company or this transaction; and
- disruption from this transaction making it more difficult to
maintain certain strategic relationships.
The Company 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 release.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.
Additional factors that may affect future results and conditions are
described in Spectrum Brands' filings with the Securities and Exchange
Commission ("SEC"), which are available at the SEC's web site at www.sec.gov
or at Spectrum Brands' website at www.spectrumbrands.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This communication is being made in respect of a proposed business
combination involving Spectrum Brands and Russell Hobbs. In connection
with the proposed transaction, Spectrum Brands Holdings, Inc. ("SB
Holdings") has filed with the SEC a Registration Statement on Form S-4
that includes the preliminary proxy statement of Spectrum Brands and
that will also constitute a prospectus of SB Holdings. The information
in the preliminary joint proxy statement/prospectus is not complete and
may be changed. SB Holdings may not sell the common stock referenced in
the joint proxy statement/prospectus until the Registration Statement on
Form S-4 filed with the SEC is effective. The preliminary joint proxy
statement/prospectus and this press release are not offers to sell SB
Holdings securities and are not soliciting an offer to buy SB Holdings
securities in any state where the offer and sale is not permitted.
The definitive joint proxy statement/prospectus will be mailed to
stockholders of Spectrum Brands. INVESTORS AND SECURITY HOLDERS OF
SPECTRUM BRANDS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of
the Registration Statement and joint proxy statement/prospectus (when
available) and other documents filed with the SEC by Spectrum Brands
through the web site maintained by the SEC at www.sec.gov.
Free copies of the Registration Statement and definitive joint proxy
statement/prospectus (when available) and other documents filed with the
SEC can also be obtained on Spectrum Brands' website at www.spectrumbrands.com.
PROXY SOLICITATION
Spectrum Brands, Russell Hobbs and their respective directors,
executive officers and certain other members of management and employees
may be soliciting proxies from Spectrum Brands and Russell Hobbs
stockholders in favor of the acquisition. Information regarding the
persons who may, under the rules of the SEC, be considered participants
in the solicitation of the Spectrum Brands and Russell Hobbs
stockholders in connection with the proposed acquisition is set forth in
the preliminary joint proxy statement/prospectus when it is filed with
the SEC. You can find information about Spectrum Brands' executive
officers and directors in its annual report on Form 10-K filed with the
SEC on December 29, 2009. You can obtain free copies of these documents
from Spectrum Brands in the manner set forth above.
SOURCE: Spectrum Brands
Investor Contact:
Spectrum Brands
Carey Phelps, DVP Investor Relations
770-829-6208
or
Media Contact:
MS&L for Spectrum Brands
Frank Ranew, 404-870-6832
