Special Meetings of the Stockholders of
Spectrum Brands and HRG will be Held on July 13, 2018 at which
Stockholders Will Vote on Proposals Related to the Merger between
the Companies
Spectrum Brands Holdings, Inc. (NYSE: SPB) today announced that
a special meeting of Spectrum Brands’ stockholders will be held on
Friday, July 13, 2018 at 9:30 a.m. local time at Kirkland &
Ellis LLP, 601 Lexington Avenue, New York, New York 10022 to
consider and vote on a proposal to adopt a definitive merger
agreement pursuant to which Spectrum Brands will combine with HRG
(the “Merger”) as well as certain related proposals. Stockholders
of record of Spectrum Brands as of the close of business on May 17,
2018 will be entitled to receive notice of and vote at the Spectrum
special meeting. HRG Group, Inc. (NYSE: HRG), a holding company
with shares of Spectrum Brands as its principal holding, also
announced that a special meeting of HRG’s stockholders will be held
on Friday, July 13, 2018 at 9:30 a.m. local time at Davis Polk
& Wardwell LLP, 450 Lexington Avenue, New York, New York 10017,
to consider and vote upon proposals to amend the HRG certificate of
incorporation, approve the issuance of HRG common stock in
connection with the Merger, and certain other matters related to
the Merger. Stockholders of record of HRG as of the close of
business on May 17, 2018 will be entitled to receive notice of and
vote at the HRG special meeting.
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About Spectrum Brands Holdings, Inc.
Spectrum Brands, 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®, GloFish®, Nature’s Miracle®, Dingo®, 8-in-1®,
FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®,
Digest-eeze™, DreamBone®, SmartBones®, 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. Spectrum Brands generated net sales
from continuing operations of approximately $3.0 billion in fiscal
2017. For more information,
visit www.spectrumbrands.com.
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its
operations through its operating subsidiaries. As of March 31,
2018, the Company’s principal operating subsidiary was Spectrum
Brands, a global branded consumer products company. HRG is
headquartered in New York and traded on the New York Stock Exchange
under the symbol HRG. For more information on HRG, visit:
www.HRGgroup.com.
Additional Information and Where You Can Find It
In connection with the proposed transaction, on April 10, 2018,
HRG filed with the SEC a registration statement on Form S-4 that
includes a preliminary joint proxy statement of Spectrum Brands and
HRG and that also constitutes a preliminary prospectus for the HRG
shares being issued to Spectrum’s stockholders in the proposed
transaction. The registration statement was amended on May 18, 2018
and on June 8, 2018. Spectrum and HRG also may file other documents
with the SEC regarding the proposed transaction. This report is not
a substitute for the joint proxy statement/prospectus or
registration statement or any other document which Spectrum and HRG
may file with the SEC. INVESTORS AND SECURITY HOLDERS OF SPECTRUM
AND HRG ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus and other
documents filed with the SEC (when available) by Spectrum and HRG
through the web site maintained by the SEC at www.sec.gov or by
contacting the investor relations department of Spectrum and HRG at
the contact information listed below.
Spectrum Brands Holdings, Inc.3001 Deming WayMiddleton, WI
53562Attention: Investor Relations
HRG Group, Inc.450 Park Avenue, 29th FloorNew York, NY
10022Attention: Investor Relations
This report is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This report is not a
substitute for the prospectus or any other document that Spectrum
and HRG may file with the SEC in connection with the proposed
transaction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Spectrum, HRG and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Spectrum’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in Spectrum’s Form 10-K for the year ended
September 30, 2017, as amended, which is on file with the SEC.
Information regarding HRG’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in HRG’s Form 10-K for the year
ended September 30, 2017, which is filed with the SEC. A more
complete description is available in the registration statement on
Form S-4 and the preliminary joint proxy statement/prospectus,
which is not complete and may be updated.
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 words like
“future,” “anticipate,” “intend,” “plan,” “estimate,” “believe,”
“expect,” “project,” “forecast,” “could,” “would,” “should,”
“will,” “may,” and similar expressions of future intent or the
negative of such terms. 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) 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, including the approval of Spectrum’s and HRG’s
stockholders, including Spectrum’s stockholders other than HRG; (2)
any delay or inability of the combined company to realize the
expected benefits of the transaction; (3) changes in tax laws,
regulations, rates, policies or interpretations; (4) the value of
the combined company shares to be issued in the transaction; (5)
the risk of unexpected significant transaction costs and/or unknown
liabilities; (6) potential litigation relating to the proposed
transaction; (7) the outcome of Spectrum Brands’ previously
announced transaction to sell the Global Battery and Lighting
Business and exploration of strategic options for Spectrum Brands’
Appliances business, including uncertainty regarding consummation
of any such transaction or transactions and the terms of such
transaction or transactions, if any, and, if consummated, Spectrum
Brands’ ability to realize the expected benefits of such
transaction; (8) the impact of actions taken by significant
stockholders; (9) the impact of expenses resulting from the
implementation of new business strategies, divestitures or current
and proposed restructuring activities; (10) the potential
disruption to Spectrum Brands’ or HRG’s business or diverted
management attention, and the unanticipated loss of key members of
senior management or other employees, in each case as a result of
the announced transaction, the previously announced transaction to
sell Spectrum Brands’ Global Battery and Lighting Business, in
connection with the strategic options for Spectrum Brands’
Appliances business or otherwise; and (11) general economic and
business conditions that affect the combined company following the
transaction. Risks that could cause actual risks to differ from
those anticipated as of the date hereof include those discussed
herein, those set forth in the combined securities filings of
Spectrum Brands and SB/RH Holdings, LLC, including their most
recently filed Annual Report on Form 10-K, as amended, as updated
in subsequent Quarterly Reports on Form 10-Q and those set forth in
the securities filings of HRG, including its most recently filed
Annual Report on Form 10-K.
Spectrum Brands and HRG also caution 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
and HRG undertake 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180612005435/en/
Spectrum Brands Holdings, Inc.Investor/Media Contact:Dave
Prichard608-278-6141orHRG Group, Inc.Investor RelationsTel:
212.906.8555Email: investorrelations@HRGgroup.com
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