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Spectrum Brands Stockholders Approve Proposed Merger With HRG Group

The combination of Spectrum Brands and HRG Group creates an independent company with a more widely distributed shareholder base, meaningfully increased trading liquidity in its common stock and an independent governance structure.

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Spectrum Brands Holdings has announced the completion of the previously announced merger between Spectrum Brands and HRG Group. Following the closing, Spectrum Brands will continue as the successor to HRG Group under the name Spectrum Brands Holdings Inc. Spectrum Brands’ common stock will continue to trade under the ticker “SPB” on the New York Stock Exchange.

HRG Group formerly Harbinger Group Inc. and Zapata Corporation, is a holding company based in Rochester, New York.

The closing of the transaction follows overwhelming approval from shareholders of both Spectrum Brands and HRG Group at their respective Special Meetings of Shareholders.

The combination of Spectrum Brands and HRG Group creates an independent company with a more widely distributed shareholder base, meaningfully increased trading liquidity in its common stock and an independent governance structure. The combination provides HRG Group shareholders with the ability to participate in the upside potential of the combined company while receiving unlocked value from the merger.

“I would like to take this opportunity to welcome our new shareholders and thank them, and our existing shareholders, for their support,” said David Maura, executive chairman and CEO of Spectrum Brands. “With this combination completed, Spectrum Brands is well-positioned to continue its transformation and deliver on the company’s long-term potential. Looking ahead, we remain focused on driving meaningful operational improvements across all of our business units and completing our stated asset divestitures to transform into a faster-growing, higher-margin business. We will serve our customers, employees and stakeholders with renewed energy and focus as we continue as an independent company.”

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The combined company’s headquarters will remain in Middleton, Wisconsin, and the current Spectrum Brands management team will lead the combined company. In addition, the combined company will be led by the current Spectrum Brands board following Ehsan Zargar’s resignation and the appointment of David Harris, an independent director nominated by Jefferies Financial Group Inc. (formerly Leucadia National Corp.), a large stockholder of the combined company.

As previously announced on Feb. 26, under the terms of the merger agreement, at the closing of the merger HRG Group implemented a reverse stock split such that HRG Group shareholders received in the aggregate a number of shares of the combined company equal to the number of shares of Spectrum Brands currently held by HRG Group prior to the merger, subject to certain adjustments. Spectrum Brands shareholders received one newly issued share of the combined company for each share of Spectrum Brands that they owned prior to the combination.

This merger is part of a larger effort to refocus the Spectrum Brands business. In January, Spectrum sold its global battery and lighting business to Energizer Holdings for $2 billion in cash, as part of an effort to put increased focus on its core businesses, including Global Auto Care, Hardware & Home Improvement and Pet, Home & Garden.

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