- Transaction Expected to Close June 16, 2010
MADISON, Wis., Jun 11, 2010 (BUSINESS WIRE) --Spectrum Brands, Inc. (NYSE: SPB) (the "Company") announced today that
shareholders holding 96.38 percent of the Company's total outstanding
shares, including 93.84 percent of the Company's shares held by
shareholders other than its largest holder, Harbinger Capital Partners
Master Fund I, Ltd. and its affiliates, have voted to adopt the
previously announced merger agreement providing for the combination of
the Company and Russell Hobbs, Inc. Following this indication of solid
support from the Company's shareholder base, the closing of this
transaction is now expected to occur on June 16, 2010.
As previously announced on February 9, 2010, the pending transaction
will bring Russell Hobbs' network of well-known small household
appliance brands into Spectrum's operating structure to form 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.
As part of this transaction, on June 16, 2010, the Company expects to
close on its refinancing of the Company's existing senior debt and a
portion of Russell Hobbs' existing senior debt through a combination of
a new $750 million term loan, new $750 million senior secured notes and
a new $300 million ABL revolving facility. The refinancing is expected
to provide an enhanced long term capital structure to support the
combined company's strategic business objectives.
About Spectrum Brands, Inc.
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.
Headquartered in Atlanta, Georgia, 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 risk that the businesses will not be integrated successfully;
- the risk that synergies will not be realized;
- the risk that the combined company following the proposed business
combination with Russell Hobbs will not realize on its financing
strategy;
- litigation in respect of either company or the proposed business
combination with Russell Hobbs; and
- disruption from the proposed business combination with Russell
Hobbs making it more difficult to maintain certain strategic
relationships.
Spectrum Brands 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.
SOURCE: Spectrum Brands, Inc.
Investor Contact:
Spectrum Brands
Carey Phelps, 770-360-5292
DVP Investor Relations
or
Media Contact:
MS&L for Spectrum Brands and Russell Hobbs
Frank Ranew, 404-870-6832
