February 26, 2018 / 1:57 PM / 3 months ago

BRIEF-Spectrum Brands To Combine With HRG Group In deal Valued At $10 Bln

Feb 26 (Reuters) - Spectrum Brands Holdings Inc:

* PRESS RELEASE - SPECTRUM BRANDS HOLDINGS TO COMBINE WITH HRG GROUP IN TRANSACTION VALUED AT $10 BILLION

* SPECTRUM BRANDS HOLDINGS INC - ‍SPECTRUM BRANDS TO BECOME INDEPENDENT COMPANY WITH WIDELY DISTRIBUTED SHAREHOLDER BASE​

* SPECTRUM BRANDS HOLDINGS INC - SPECTRUM BRANDS MANAGEMENT TEAM TO CONTINUE IN CURRENT ROLES

* SPECTRUM BRANDS HOLDINGS INC - ‍HRG’S BOARD WILL BE REPLACED BY SPECTRUM BRANDS BOARD, FOLLOWING TRANSACTION​

* SPECTRUM BRANDS HOLDINGS INC - ‍COMBINED COMPANY WILL BE NAMED SPECTRUM BRANDS HOLDINGS, INC.​

* SPECTRUM BRANDS - ‍EHSAN ZARGAR TO RESIGN FROM CO’S BOARD, WILL BE REPLACED BY INDEPENDENT DIRECTOR TO BE SELECTED BY LEUCADIA NATIONAL

* SPECTRUM BRANDS SAYS LEUCADIA HAS ONGOING RIGHT TO DESIGNATE ONE DIRECTOR, SO LONG AS IT OWNS AT LEAST 10% OF NUMBER OF COMBINED COMPANY

* SPECTRUM BRANDS - HRG TO EFFECT REVERSE STOCK SPLIT SO THAT HRG SHAREHOLDERS GET NUMBER OF SHARES OF COMBINED CO EQUAL TO NUMBER OF SHARES OF CO CURRENTLY HELD BY HRG

* SPECTRUM BRANDS - ‍COMBINATION WITH HRG WILL NOT HAVE AN IMPACT ON PENDING SALE OF CO’S GLOBAL BATTERY BUSINESS TO ENERGIZER HOLDINGS​

* SPECTRUM BRANDS - HRG’S REVERSE STOCK SPLIT TO BE SUBJECT TO ADJUSTMENTS TO ACCOUNT FOR HRG’S NET DEBT, DEAL COSTS, A $200 MILLION UPWARD ADJUSTMENT

* SPECTRUM BRANDS - ‍COMBINATION WITH HRG WILL ALSO NOT HAVE IMPACT ON CO’S EXPLORATION OF ALTERNATIVES FOR ITS APPLIANCES BUSINESS​

* SPECTRUM BRANDS - ‍PRO FORMA FOR REVERSE STOCK SPLIT, OTHER ADJUSTMENTS, LEUCADIA IS EXPECTED TO HOLD ABOUT 13% OF COMBINED CO

* SPECTRUM BRANDS - TRANSACTION IS EXPECTED TO BE TAX FREE TO SPECTRUM BRANDS AND SPECTRUM BRANDS SHAREHOLDERS, AND TO HRG AND HRG SHAREHOLDERS

* SPECTRUM BRANDS - ‍PRO FORMA FOR REVERSE STOCK SPLIT, OTHER ADJUSTMENTS, 45% OF COMBINED CO EXPECTED TO BE WIDELY HELD BY HRG’S LEGACY STOCKHOLDERS​

* SPECTRUM BRANDS - ‍SPECTRUM BRANDS SHAREHOLDERS TO RECEIVE 1 NEWLY ISSUED SHARE OF COMBINED CO FOR EACH SHARE OF SPECTRUM BRANDS THEY OWNED PRIOR TO COMBINATION​

* SPECTRUM BRANDS - CO’S BOARD APPROVED A SHORT-TERM SHAREHOLDER RIGHTS PLAN; HRG’S BOARD APPROVED SHAREHOLDER RIGHTS PLAN​

* SPECTRUM BRANDS - EXPECTS TO RECEIVE $2 BILLION FROM SALE OF CO’S GLOBAL BATTERY BUSINESS AND $1.6-$1.7 BILLION FROM SALE OF ITS APPLIANCES BUSINESS​

* SPECTRUM BRANDS HOLDINGS INC - ‍LEUCADIA AND FORTRESS INVESTMENT “SUPPORT” TRANSACTIONS & WILL VOTE THEIR SHARES OF HRG IN FAVOR OF TRANSACTION​

* SPECTRUM BRANDS HOLDINGS INC - ‍PARTIES “DO NOT ANTICIPATE NEEDING ANY REGULATORY APPROVALS IN CONNECTION WITH TRANSACTION”​ Source text for Eikon: Further company coverage:

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