Creates $16 billion consumer goods company with portfolio of leading
brands that compete in large, growing and unconsolidated global markets
Newell Brands Inc. (NYSE: NWL) is pleased to announce the successful
completion of the combination of Newell Rubbermaid and Jarden
Corporation. This transaction creates a $16 billion global consumer
goods company with a strong portfolio of leading brands, including Paper
Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Jostens®,
Marmot®, Rawlings®, Irwin®, Lenox®, Oster®, Sunbeam®, FoodSaver®, Mr.
Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®,
Calphalon®, Rubbermaid®, Contigo®, First Alert®, Waddington and Yankee
Candle®. The company has been renamed Newell Brands Inc. and will
continue to be listed on the New York Stock Exchange with ticker symbol
NWL.
“The combination of our two great organizations creates a powerhouse
consumer goods company and sets up a very exciting long-term growth and
value creation story,” said Michael Polk, Newell Brands Chief Executive
Officer. “I am honored to have the opportunity to lead Newell Brands and
the development of our business. We expect Newell Brands to unlock far
greater upside than either company could have on their own. I want to
thank Martin Franklin, Ian Ashken and Jim Lillie for their achievements
and leadership at Jarden and for the role they have played in helping us
bring our companies together. Our immediate focus will be to deliver our
2016 financial objectives, start the work of integrating the two
companies and develop the long term corporate and portfolio strategy
that will guide the choices we make and the realization of the company’s
full potential.”
The agreement to combine with Jarden Corporation was announced on
December 14, 2015, for per share consideration equal to $21 in cash and
0.862 of a share in Newell Brands stock. The closing of the transaction
follows the approval of both companies’ stockholders in separate votes
held earlier today and the receipt of required regulatory approvals in
all applicable jurisdictions including the U.S., European Union, Canada
and Mexico. Voting results for both companies will be disclosed in a
Form 8-K to be filed with the Securities and Exchange Commission.
Jarden’s common stock will cease trading on the New York Stock Exchange
immediately prior to market open on April 18, 2016, and will no longer
be listed on the New York Stock Exchange.
Management and Governance
As previously announced, several management changes became effective
today as a result of completing the transaction.
Newell Brands will be led by Michael Polk as Chief Executive Officer.
Mark Tarchetti will serve as the President of Newell Brands with
enterprise-wide responsibility for bringing the companies together and
establishing an operating cadence that delivers the full potential of
the combination, realizes the synergies and delivers the business case.
For the balance of 2016, the operating structure will remain largely
unchanged with Jarden and Newell Rubbermaid commercial operations
running independent of each other. William Burke will serve as the
President of Jarden Group. Burke will lead the Jarden businesses working
closely with Richard Sansone, Chief Operating Officer, Jarden Group, and
the Jarden business leaders to ensure a seamless transition and delivery
of the 2016 goals. Joseph Arcuri and Richard Davies will continue to
serve in their recently announced roles as Chief Commercial Officer and
Chief Development Officer, respectively, of Newell Rubbermaid Group.
Russell Torres, recently appointed Chief Transformation Officer, will
lead Newell Brands’ integration and transformation efforts including
delivery of the remaining savings associated with Project Renewal.
Bradford Turner has been appointed Chief Legal Officer and Corporate
Secretary of Newell Brands. Other key appointments will be made over the
coming weeks. This leadership team will work together to develop the
corporate and portfolio strategy of the new company.
Additionally, effective April 22, 2016, the Newell Brands Board of
Directors will expand to include Martin E. Franklin, Founder and former
Executive Chairman of Jarden; Ian G. H. Ashken, Co-Founder, former Vice
Chairman and President of Jarden; and Ros L’Esperance, Group Managing
Director, Head of Americas Investment Banking & Chairman of Global
Investment Banking at UBS. The new twelve-member Newell Brands Board of
Directors will be led by non-executive Chairman Michael Cowhig.
About Newell Brands
Newell Brands (NYSE: NWL) is a leading global consumer goods company
with a strong portfolio of well-known brands, including Paper Mate®,
Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Jostens®, Marmot®,
Rawlings®, Irwin®, Lenox®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®,
Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®,
Rubbermaid®, Contigo®, First Alert®, Waddington and Yankee Candle®.
Driven by a sharp focus on the consumer, leading investment in
innovation and brands, and a performance-driven culture, Newell Brands
helps consumers achieve more where they live, learn, work and play.
This press release and additional information about Newell Brands are
available on the company’s website, www.newellbrands.com.
Caution Concerning Forward-Looking Statements
Statements in this news release that are not historical in nature
constitute forward looking statements. These forward-looking statements
relate to information or assumptions about the expected benefits of the
acquisition, management's plans, projections and objectives for future
operations, scale and performance, integration plans and expected
synergies therefrom, and anticipated future financial and operating
performance results, including operating margin or gross margin, capital
and other expenditures, cash flow, dividends, restructuring and other
project costs, costs and cost savings, and debt ratings. These
statements are accompanied by words such as "anticipate," "expect,"
"project," "will," "believe," "estimate" and similar expressions. Such
expectations are based upon certain preliminary information, internal
estimates, and management assumptions, expectations, and plans, and are
subject to a number of risks and uncertainties inherent in projecting
future conditions, events, and results. Actual results could differ
materially from those expressed or implied in the forward-looking
statements if one or more of the underlying assumptions or expectations
prove to be inaccurate or are unrealized. Important factors that could
cause actual results to differ materially from those suggested by the
forward-looking statements include, but are not limited to, risk that
Newell Brands is unable to retain its investment grade rating; failure
to realize the benefits expected from the acquisition; failure to
promptly and effectively integrate the acquisition; and the effect of
the acquisition on the ability of Newell Brands to retain customers and
retain and hire key personnel, maintain relationships with suppliers, on
operating results and business generally and those factors listed in
Newell Rubbermaid’s Annual Report on Form 10-K for the year ended
December 31, 2015, as amended by its Form 10-K/A, and Jarden’s Annual
Report on Form 10-K for the year ended December 31, 2015, in each case,
filed with the Securities and Exchange Commission (“SEC”). Changes in
such assumptions or factors could produce significantly different
results. The information contained in this news release is as of the
date indicated. Newell Brands assumes no obligation to update any
forward-looking statements contained in this news release as a result of
new information or future events or developments.
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