Spectrum Brands Holdings Announces Agreement to Sell Global Battery and Lighting Business to Energizer Holdings, Inc. for $2.0 Billion in Cash

Transaction Represents Significant Step in Strategy to Reshape
Spectrum Brands into Faster-Growing, Higher-Margin, More Focused
Consumer Brands Company

MIDDLETON, Wis.–(BUSINESS WIRE)–Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”), a global
consumer products company offering a portfolio of leading brands
providing superior value to consumers and customers every day, announced
today that it has entered into a definitive agreement to sell its Global
Battery and Lighting Business (“Battery Business”) to Energizer
Holdings, Inc. (NYSE: ENR) (“Energizer”) for $2.0 billion in cash. The
Company expects to use the net cash proceeds after tax and transaction
costs to reduce debt, reinvest in its core businesses both organically
and through bolt-on acquisitions, and repurchase shares.

“Today’s announcement is a culmination of our efforts to sell the
Battery Business in order to refocus Spectrum Brands and enhance
shareholder value. While we have a long and proud heritage in the
Battery Business, this is a key part of our re-allocation of capital
strategy towards a faster-growing and higher-margin Spectrum Brands,”
said David Maura, Executive Chairman of Spectrum Brands Holdings.

Andreas Rouvé, Chief Executive Officer of Spectrum Brands Holdings,
said, “Through this transaction, we are making progress towards
repositioning ourselves with an increased focus on our remaining
businesses of Hardware & Home Improvement, Global Auto Care and Pet,
Home & Garden. We are focusing our portfolio to strengthen our business
and drive long-term growth and shareholder value.

"Our Global Battery Business is a true reflection of Spectrum Brands’
strengths – a portfolio of well-known and widely trusted brands driven
by a culture of innovation and by passionate people to generate
consistent results,” Mr. Rouvé added. “We are pleased to be selling to
owners who can deliver the necessary resources and market expertise, and
provide strong support for our people and the business’ future growth
plans.”

The transaction is expected to close prior to the end of calendar 2018,
subject to customary closing conditions, including regulatory approvals.

Spectrum Brands had previously announced on January 3, 2018 that it was
exploring strategic alternatives for its Global Batteries & Appliances
(GBA) businesses. Spectrum Brands is actively marketing its Appliances
business. No assurance can be given that any transaction will result
from these efforts. The Company does not intend to comment on or provide
updates regarding the exploration of strategic options unless and until
it determines that further disclosure is appropriate or required based
on the then-current facts and circumstances.

RBC Capital Markets acted as exclusive financial advisor and Kirkland &
Ellis LLP acted as legal advisor to Spectrum Brands in connection with
the transaction.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 1000 Index, is a
global and diversified consumer products company and 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®,
Black + Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®,
8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®,
Digest-eeze™, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®,
Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum
Brands' products are sold in approximately 160 countries. Spectrum
Brands Holdings generated net sales of approximately $5.01 billion in
fiscal 2017. For more information, visit www.spectrumbrands.com.

Forward-Looking Statements

Certain matters discussed in this news release may be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. We have tried, whenever possible, to
identify these statements by using words like “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 ability to consummate the announced transaction on the expected
terms and within the anticipated time period, or at all, which is
dependent on the parties’ ability to satisfy certain closing conditions,
(2) the risk that regulatory approvals that are required to complete the
proposed transaction may not be received, may take longer than expected
or may impose adverse conditions, (3) our ability to realize the
expected benefits of such transaction and to successfully separate the
Global Consumer Battery Business, (4) the outcome of our exploration of
strategic options for our Appliances business, including uncertainty
regarding consummation of any such transaction or transactions and the
terms of such transaction or transactions, if any, and, if consummated,
the Company’s ability to realize the expected benefits of such
transaction; (5) the impact of our indebtedness on our business,
financial condition and results of operations; (6) 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; (7) any failure to comply with financial covenants and other
provisions and restrictions of our debt instruments; (8) the impact of
actions taken by significant stockholders; (9) the Special Committee of
the Board of Directors’ exploration and negotiation of a potential
transaction with HRG Group, Inc., if any, including uncertainty
regarding consummation of such transaction and the terms of such
transaction, and, if consummated, the Company’s ability to realize the
expected benefits of such transaction, potential disruption to our
business or diverted management attention as a result of the exploration
or negotiation of such transaction; (10) the impact of expenses
resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring activities; (11) the
potential disruption to our business or diverted management attention,
and the unanticipated loss of key members of senior management or other
employees, in each case as a result of the announced transaction, in
connection with the strategic options for our Appliances business or
otherwise; (12) 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; and
(13) 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