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Energizer Holdings, Spectrum Brands Seek European Commission Nod for Merger
Monday 11 June 2018

11 June 2018 - Missouri, US-based batteries and portable lighting products manufacturer Energizer Holdings, Inc. (NYSE: ENR) and Spectrum Brands Holdings, Inc. (NYSE: SPB) plans to file for merger review with the European Commission regarding Energizer's proposed acquisition of Spectrum Brands' Battery and Portable Lighting Business for USD 2bn in cash, the companies said.

Energizer and Spectrum Brands are working with the Commission, as well as other regulators around the world, to obtain the necessary approvals to complete the transaction.

Both parties continue to expect the transaction to close in the second half of calendar 2018.

Energizer said it intends to fund the acquisition through a combination of existing cash and committed debt facilities, expected to consist of a new term loan and senior notes. In addition, Energizer intends to maintain its existing senior notes, maturing in 2025.

The acquisition is expected to close prior to the end of calendar 2018.

Anchored by the Varta and Rayovac brands, the portfolio has a global footprint and diversified range of products including alkaline, carbon zinc, hearing aid and nickel metal hydride rechargeable batteries as well as battery chargers and portable lighting products.

The combination will expand Energizer's presence in a number of international markets, broaden Energizer's product portfolio and manufacturing capabilities, and increase capacity for research and development.

The transaction is expected to deliver modest accretion to Energizer's adjusted earnings per share and free cash flow in the first year, excluding one-time transaction and integration costs.

Spectrum Batteries generated 2017 revenue and EBITDA of USD 866m and USD 169m, respectively.

Barclays acted as exclusive financial advisor and King and Spalding acted as legal counsel to Energizer on the transaction. Barclays and J.P. Morgan have committed to provide financing for the transaction.

King and Spalding LLP served as counsel for Energizer with Norman Armstrong, Jr. as lead antitrust counsel. Kirkland and Ellis LLP served as counsel for Spectrum with Matthew Reilly as lead antitrust counsel.
Details
Date Published: 11/06/2018
Target: Spectrum Brands/global battery and portable lighting business
Country: USA
Deal Size: 2bn (USD)
Sector: Electronics
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Vendor: Spectrum Brands
Buyer: Energizer Holdings
Buyer Advisor: Barclays , King and Spalding
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