Energizer Holdings, Inc. Announces Effectiveness of Form 10 Registration Statement of its Household Products Spin-Off Subsidiary, Energizer SpinCo, Inc.

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Jun 01, 2015, 06:12 ET

ST. LOUIS, June 1, 2015 /PRNewswire/ -- Energizer Holdings, Inc. (NYSE: ENR) ("ParentCo") today announced that the Securities and Exchange Commission ("SEC") has declared effective the Registration Statement on Form 10, as amended ("Form 10") filed by Energizer SpinCo, Inc. ("New Energizer"). New Energizer is the recently-formed holding company for ParentCo's Household Products business, created in connection with the upcoming separation of ParentCo's Household Products and Personal Care businesses. In connection with the separation, ParentCo will be renamed Edgewell Personal Care Company and New Energizer will be renamed Energizer Holdings, Inc.

ParentCo's board of directors has approved the separation of New Energizer and declared a dividend distribution of one share of New Energizer common stock for each share of ParentCo common stock outstanding as of the close of business on June 16, 2015, the record date for the distribution, subject to certain conditions referred to below. ParentCo expects to complete the distribution of New Energizer common stock to its shareholders on July 1, 2015 ("Distribution Date").

The distribution of New Energizer shares will be made in book-entry form and no action or payment by ParentCo shareholders is required to receive New Energizer shares. No physical share certificates of New Energizer will be issued. An information statement containing details of the separation and important information about New Energizer will be mailed to ParentCo shareholders prior to the Distribution Date.

There is currently no market for New Energizer common stock. The New York Stock Exchange ("NYSE") has authorized the listing of New Energizer common stock under the symbol "ENR," subject to official notice of distribution. Trading in New Energizer common stock is expected to begin on a "when issued" basis on June 12, 2015, under the symbol "ENR WI." "When issued" trading of New Energizer common stock will continue until the distribution occurs. New Energizer "when issued" trades will settle after the completion of the distribution.

Beginning on June 12, 2015, and continuing until the occurrence of the distribution, ParentCo expects that ParentCo common stock will trade in two markets on theNYSE: in the "regular-way" market under the symbol "ENR" and in the "ex-distribution" market under the symbol "EPC WI." Shares of ParentCo common stock trading in the "regular-way" market will carry the right to receive shares of New Energizer common stock through the distribution. Shares of ParentCo common stock trading in the "ex-distribution" market will not carry the right to receive New Energizer common stock.

ParentCo shareholders who sell their shares in the "regular-way" market before July 1, 2015 will also be selling their entitlement to receive New Energizer common stock in the distribution. ParentCo shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling shares of ParentCo common stock on or before July 1, 2015.

On July 1, 2015, "regular-way" trading will commence on the NYSE for New Energizer under the symbol "ENR" and for ParentCo under the symbol "EPC."

The distribution of New Energizer common stock is subject to the satisfaction or waiver of certain conditions including, but not limited to, the completion of an internal reorganization, the receipt of an opinion of tax counsel, the completion of related financing transactions, and the other conditions summarized in the Form 10. The transaction does not require approval from ParentCo shareholders. The Form 10 includes as Exhibit 2.1 a preliminary form of a Separation and Distribution Agreement, which includes the conditions to the distribution. Those filings are available at www.sec.gov.

New Energizer, through its worldwide operating subsidiaries, will be one of the world's largest manufacturers and marketers of batteries and lighting products, anchored by its universally recognized Energizer^® and Eveready^® brands. ParentCo will be a leading consumer products company, with an attractive stable of well-established brand names, including Schick^® and Wilkinson Sword^® in Wet Shave; Edge^® and Skintimate^® in Shave Preparation; Playtex^®, Stayfree^®, Carefree^® and o.b.^® in Feminine Care; Banana Boat^® and Hawaiian Tropic^® in Sun Care; Playtex^® gloves and infant feeding products; and Wet Ones^® moist wipes.

Cautionary Statement on Forward-Looking Language

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties, including those contained in ParentCo's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended September 30, 2014 and its quarterly reports on Form 10-Q for the quarters ended December 31, 2014 and March 31, 2015 and the Form 10 filed by New Energizer. Neither ParentCo nor New Energizer assumes any obligation to update or revise any forward-looking statements to reflect new events or circumstances.

About Energizer Holdings, Inc.

Energizer Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer goods company operating globally in the broad categories of personal care and household products. Energizer's Personal Care Division offers a diversified range of consumer products in the wet shave, skin care, feminine care and infant care categories. Our portfolio includes well established brand names such as Schick^® and Wilkinson Sword^® men's and women's shaving systems and disposables; Edge^® and Skintimate^® shave preparations; Playtex^® tampons, gloves and infant feeding products; Banana Boat^® and Hawaiian Tropic^® sun care products and Wet Ones^® moist wipes. Energizer's Household Products Division offers consumers the broadest range of portable power solutions, anchored by our universally recognized Energizer^® and Eveready^® brands.

On April 30, 2014, Energizer Holdings announced plans to divide and create two independent, publicly traded companies:

New Household Products (to be named Energizer Holdings, Inc.), a leading consumer products company with annual revenue of approximately $1.8 billion in the fiscal year ending September 30, 2014, offering strong margins and significant cash flows anchored by its two globally recognized battery brands.

New Personal Care (to be Edgewell Personal Care Company): a leading pure-play personal care company with annual revenue of approximately $2.6 billion in the fiscal year ending September 30, 2014, offering top-line growth and capital return through a large portfolio of global brands with #1 or #2 positions in their categories.

SOURCE Energizer Holdings, Inc.