Spectrum Brands Holdings, Inc. (NYSE:SPB) announced today it has been
granted early termination of the Hart-Scott-Rodino waiting period in
connection with the Company’s pending acquisition of Armored AutoGroup
Parent Inc. (“Armored AutoGroup”).
Spectrum Brands reaffirmed its confidence in the Armored AutoGroup
acquisition. Responding to a recent press report regarding Armored
AutoGroup’s internal controls weaknesses, which were previously
disclosed in Armored AutoGroup's Annual Report on Form 10-K for the
fiscal year ended December 31, 2014 (filed with the Securities and
Exchange Commission on March 30, 2015), Spectrum Brands confirms that it
was aware of and reviewed these deficiencies as part of its due
diligence process and determined that they were not material to Spectrum
Brands and would be remediated as part of the integration following the
closing of the acquisition. Spectrum Brands will continue to monitor
these deficiencies within its control environment following the
acquisition.
Spectrum Brands expects to complete the Armored AutoGroup acquisition
prior to the end of its third fiscal quarter ending June 30, 2015.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 2000 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, and personal insect repellents.
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®, Russell Hobbs®, Black+
Decker®, Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®,
8-in-1®, FURminator®, IAMS®, Eukanuba®, Digest-eeze™, Healthy-Hide®,
Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag® and
Liquid Fence®. Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
approximately 160 countries. Based in Middleton, Wisconsin, Spectrum
Brands Holdings generated net sales of approximately $4.43 billion in
fiscal 2014. For more information, visit www.spectrumbrands.com.
Forward-Looking Statements
Certain matters discussed in this news release and other oral and
written statements by representatives of the Company regarding matters
such as the offering, the completion of the AAG acquisition and the
achievement of the expected benefits of any such transactions, expected
sales, adjusted EBITDA, debt reduction and leverage, and other measures
of financial performance, may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are identified by words such as “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)
Spectrum Brands Holdings’ ability to manage and otherwise comply with
its covenants with respect to its significant outstanding indebtedness,
(2) our ability to integrate and realize synergies from our recent
acquisitions and any possible future acquisitions, including the Armored
AutoGroup acquisition, (3) 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,
(4) changes in consumer demand for the various types of products
Spectrum Brands Holdings offers, (5) unfavorable developments in the
global capital 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 Holdings does business, such as stock
market prices, interest rates, currency exchange rates, inflation and
consumer spending, (9) Spectrum Brands Holdings’ ability to successfully
implement manufacturing, distribution and other cost efficiencies and to
continue to benefit from its cost-cutting initiatives, (10) Spectrum
Brands Holdings’ ability to identify, develop and retain key employees,
(11) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in
the securities filings of each of Spectrum Brands Holdings, Inc. and
SB/RH Holdings, Inc., including each of their most recently filed Annual
Reports on Form 10-K or Quarterly Reports on Form 10-Q.
Spectrum Brands Holdings 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 Holdings and management’s reasonable
assumptions about market conditions, and consequently may be inaccurate,
or may not reflect significant segments of the retail market. Spectrum
Brands Holdings 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 Holdings 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.
Copyright Business Wire 2015