Spectrum Brands Holdings Announces Definitive Agreement to Acquire PetMatrix, Leading and Fast Growing Rawhide-Free Dog Chews Company

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MIDDLETON, Wis.–(BUSINESS WIRE)–Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer product
company offering an expanding portfolio of leading brands providing
superior value to consumers and customers every day, announced today it
has signed a definitive agreement to acquire privately owned PetMatrix,
LLC, a leading and rapidly growing manufacturer and marketer of
rawhide-free dog chews. PetMatrix is on pace to achieve approximately
$75 million in sales in calendar year 2017. Financial terms of the
accretive, all-cash transaction were not disclosed.

“PetMatrix will immediately strengthen our pet care portfolio with its
well-established and growing brands catering to healthy alternative pet
trends,” said Andreas Rouvé, Chief Executive Officer of Spectrum Brands
Holdings. “We expect it to further solidify Spectrum Brands as a leader
in the North American dog chews category and to provide compelling white
space revenue opportunities in Europe, Latin America and Asia.”

Founded in 2008, PetMatrix provides a broad portfolio of innovative,
rawhide-free dog chews across its two flagship brands – DreamBone® and
SmartBones®. PetMatrix products are sold to mass merchandisers, food and
drug stores, and pet specialty stores. The business benefits from a
strong patent portfolio and has a robust pipeline of new products
expected to drive future growth and product portfolio diversification
opportunities. PetMatrix is owned by Mark Stern, an affiliate of Friend
Skoler & Co., and members of management.

“The PetMatrix team and I are excited to join Spectrum Brands,” said
Mark Stern, founder and CEO of PetMatrix. “This partnership will bring
additional resources to our company and allow us to execute our plans
for continued growth in the coming years.”

“Spectrum Brands has been very successful in finding highly
complementary companies like PetMatrix that provide excellent top-line
growth, a strong margin structure, low capital requirements, high cash
flow, and meaningful synergy opportunities,” said David Maura, Executive
Chairman of Spectrum Brands Holdings. “We look forward to rapidly
integrating and continuing to build on the excellence in innovation and
fast sales growth that the PetMatrix family has built its legacy on.”

The acquisition, which has been approved by Spectrum Brands’ Board of
Directors, is expected to close by the end of May 2017 and is subject to
customary closing conditions.

RBC Capital Markets is serving as financial advisor and Paul, Weiss,
Rifkind, Wharton & Garrison LLP is serving as legal advisor to Spectrum
Brands. J.P. Morgan and Friend Skoler & Co. are serving as financial
advisors and Goodwin Procter LLP is serving as legal advisor to
PetMatrix.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 1000 Index, is a
global consumer products company offering an expanding portfolio of
leading brands providing superior value to consumers and customers every
day. The Company is 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®, Russell Hobbs®,
Black+Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®,
FURminator®, IAMS® and Eukanuba® (Europe only), Digest-eeze™,
Healthy-Hide®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®,
Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. 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 $5.04 billion in fiscal 2016. For
more information, visit
www.spectrumbrands.com.

Forward-Looking Statements

Certain matters discussed in this news release and oral and written
statements by representatives of the Company may be forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements
regarding the completion of the PetMatrix acquisition and the expected
benefits of the transaction and 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) the impact of our indebtedness on
our business, financial condition and results of operations; (2) the
impact of restrictions in our debt instruments on our ability to operate
our business, finance our capital needs or pursue or expand business
strategies; (3) any failure to comply with financial covenants and other
provisions and restrictions of our debt instruments; (4) the impact of
actions taken by significant stockholders; (5) the impact of expenses
resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring activities; (6) our
ability to successfully integrate and operate new acquisitions at the
level of financial performance anticipated; (7) the unanticipated loss
of key members of senior management; (8) the impact of fluctuations in
commodity prices, costs or availability of raw materials or terms and
conditions available from suppliers, including suppliers’ willingness to
advance credit; (9) interest rate and exchange rate fluctuations; (10)
our ability to utilize our net operating loss carry-forwards to offset
tax liabilities from future taxable income; (11) the loss of,
significant reduction in, or dependence upon, sales to any significant
retail customer(s); (12) competitive promotional activity or spending by
competitors, or price reductions by competitors; (13) the introduction
of new product features or technological developments by competitors
and/or the development of new competitors or competitive brands; (14)
the effects of general economic conditions, including inflation,
recession or fears of a recession, depression or fears of a depression,
labor costs and stock market volatility or changes in trade, monetary or
fiscal policies in the countries where we do business; (15) changes in
consumer spending preferences and demand for our products; (16) our
ability to develop and successfully introduce new products, protect our
intellectual property and avoid infringing the intellectual property of
third parties; (17) our ability to successfully implement, achieve and
sustain manufacturing and distribution cost efficiencies and
improvements, and fully realize anticipated cost savings; (18) the cost
and effect of unanticipated legal, tax or regulatory proceedings or new
laws or regulations (including environmental, public health and consumer
protection regulations); (19) public perception regarding the safety of
products that we manufacture and sell, including the potential for
environmental liabilities, product liability claims, litigation and
other claims related to products manufactured by us and third parties;
(20) the impact of pending or threatened litigation; (21) the impact of
cybersecurity breaches or our actual or perceived failure to protect
company and personal data; (22) changes in accounting policies
applicable to our business; (23) government regulations; (24) the
seasonal nature of sales of certain of our products; (25) the effects of
climate change and unusual weather activity; and (26) the effects of
political or economic conditions, terrorist attacks, acts of war or
other unrest in international markets, including those discussed herein
and those set forth in the combined securities filing of Spectrum Brands
Holdings, Inc. and SB/RH Holdings, LLC, including their most recently
filed Annual Report on Form 10-K or Quarterly Report 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.

Contacts

Spectrum Brands Holdings, Inc.
Investor/Media Contact:
Dave
Prichard

608-278-6141