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Energizer Holdings, Inc. to Acquire Playtex Products, Inc.
ST. LOUIS, and WESTPORT, Conn., July 12 /PRNewswire-FirstCall/ --
Leading consumer products companies, Energizer Holdings, Inc., (NYSE: ENR),
and Playtex Products, Inc., (NYSE: PYX), announced the signing of a
definitive agreement by which Energizer will acquire Playtex for $18.30 per
share in cash plus the assumption of Playtex debt. Total enterprise value
of the transaction is approximately $1.9 billion. The all-cash offer per
share represents a 26% premium over Playtex's closing stock price on July
10 and its average stock price for the past 90 trading days. The
transaction was approved unanimously by the boards of directors of both
companies. Energizer will finance this acquisition through cash and
existing and new committed credit facilities.
Playtex is a leading manufacturer and marketer in the skin, feminine
and infant care industries, with a diversified portfolio of well-recognized
branded consumer products. Energizer is one of the world's largest
manufacturers of primary batteries and flashlights and a global leader in
the dynamic business of providing portable power. Energizer is also the
parent company of Schick-Wilkinson Sword, the second largest manufacturer
of wet shave products in the world.
"We believe this is a great development for Playtex shareholders and
employees," stated Neil DeFeo, Chairman and Chief Executive Officer of
Playtex. "It represents a significant premium over our current trading
price, and an opportunity for our shareholders to capture the value that
has been created at Playtex over the last several years. For our employees,
it means becoming a part of a much larger consumer products business with
the scale and resources to thrive in an increasingly competitive
environment."
Ward M. Klein, Chief Executive Officer of Energizer, added: "We are
very excited about bringing the world-class businesses and people of
Playtex into the Energizer family. Playtex has strong consumer brands, most
of which have #1 or #2 market positions, in stable or growing personal care
categories. Its products enjoy healthy margins with strong, predictable
cash flows, similar to our existing stable of consumer and personal care
products."
Mr. Klein continued, "We see Playtex as an exceptionally great fit with
Energizer, with similar customers and distribution channels in the U.S. and
Canada, and the opportunity for geographic expansion in many other areas of
the world where we currently do business. We also believe there are
significant integration and cost reduction opportunities for the combined
businesses. Energizer will emerge with a more diversified portfolio of
products, and greater scale in the personal care category, which will now
be more evenly balanced with our household goods business. It will also
provide a platform for possible additional value-adding acquisitions."
Energizer anticipates that the acquisition will be accretive to fiscal
2008 results. However, due to purchase accounting requirements, primarily
related to inventory valuation, the acquisition will be dilutive to
earnings for the first turn of acquired inventory, which will result in a
reduction in Energizer's reported results in the first quarter following
the closing of the transaction with some potential to also negatively
impact the second quarter.
Playtex's sales for its most recently reported 12 months through March
2007 totaled $641 million, and earnings before interest, taxes,
depreciation and amortization were $126 million. Actual GAAP earnings for
that period were $34 million. These numbers do not include Playtex's recent
acquisition of Hawaiian Tropic, which had 2006 sales of approximately $112
million. Over 93% of the company's sales, including Hawaiian Tropic are in
North America.
Playtex is celebrating 75 years of innovation and has product offerings
in three categories: Skin Care, Feminine Care and Infant Care.
The Skin Care segment includes Banana Boat, the #2 selling sun care
brand, Hawaiian Tropic, the #4 selling sun care brand, and #1 selling Wet
Ones and Playtex gloves. Playtex acquired Hawaiian Tropic in the spring of
2007. Prior to the acquisition and for the last twelve months ending March
2007, Skin Care represented approximately 37% of net sales.
Feminine Care products accounted for 35% of net sales and include
Playtex plastic tampons -- Gentle Glide and Sport, the #2 selling tampon
brand in the United States and Playtex Personal Cleansing Cloths.
Infant Care accounted for 28% of net sales and includes many #1 and #2
selling brands in various infant and toddler care categories such as
Playtex bottles, cups and pacifiers and the Diaper Genie diaper disposal
system.
Energizer's sales for its most recently reported 12 months totaled
$3,255 million, and earnings before interest, taxes, depreciation and
amortization were $607 million. Actual GAAP earnings for that period were
$279 million.
Energizer will hold a conference call tomorrow, Friday, July 13 at
11:00 a.m. eastern time, to discuss the Playtex transaction. The dial in
number is 1-888-515-2781/ 1-719-457-2605 and the conference identification
2184904. Also, you may listen via webcast by visiting the Investor
Relations section of the company's website at http://www.energizer.com and
http://www.Playtexproducts.com. A replay will be available twenty-four
hours after the call through July 31. The replay number is 1-888-203-1112/
1-719-457-0820, conference identification 2184904. Additionally, the replay
can be heard on the company's website.
The transaction is subject to customary closing conditions, including
governmental and regulatory approvals as well as approval of the
shareholders of Playtex. This transaction is expected to close in the fall
of 2007. Banc of America Securities acted as exclusive financial advisor
and Bryan Cave LLP acted as legal counsel to Energizer on the transaction,
and Lehman Brothers, Inc. acted as exclusive financial advisor and Morgan
Lewis & Bockius LLP acted as legal counsel to Playtex.
Cautionary Note Regarding Forward-looking Statements
This release contains one or more forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, the anticipated effect of the acquisition on
Energizer's future results, opportunities for integration, cost reduction
and geographic expansion, and the expected timing of the closing of the
acquisition. Forward-looking statements are identified by words such as
"will", "expected", and other similar words. The companies caution readers
not to place undue reliance on any forward-looking statements, which speak
only as of the date made. A variety of known and unknown risks and
uncertainties could cause actual results to differ materially from the
anticipated results which include, but are not limited to: satisfaction of
all regulatory and other conditions required for closing, the ability to
obtain the approval of Playtex's shareholders, the risk that the businesses
will not be integrated successfully or that successful integration will
take longer than anticipated, the possibility that the revenues, growth
prospects, synergies and cost savings, and any other benefits expected from
the acquisition may not be fully realized or may take longer to realize
than expected, and the risk that disruptions to the businesses of either
company could result in revenue or earnings declines, or harm relationships
with customers, employees or suppliers. In addition, other risks and
uncertainties not presently known to us or that we consider immaterial
could affect the accuracy of any such forward-looking statements. The
companies do not undertake any obligation to update any forward-looking
statements to reflect events that occur or circumstances that exist after
the date on which they were made.
Additional risks and uncertainties include those detailed from time to
time in the companies' publicly filed documents, including their annual
reports on Form 10-K for their most recently completed fiscal years.
Important Merger Information
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Playtex by Energizer. In connection with the
proposed acquisition, Playtex intends to file a proxy statement on Schedule
14A with the Securities and Exchange Commission, or SEC, and Playtex and
Energizer intend to file other relevant materials with the SEC.
Shareholders of Playtex are urged to read all relevant documents filed with
the SEC when they become available, including Playtex's proxy statement,
because they will contain important information about the proposed
transaction, Playtex and Energizer. A definitive proxy statement will be
sent to holders of Playtex stock seeking their approval of the proposed
transaction. This communication is not a solicitation of a proxy from any
security holder of Playtex.
Investors and security holders will be able to obtain the documents
(when available) free of charge at the SEC's web site, http://www.sec.gov.
In addition, Playtex shareholders may obtain free copies of the documents
filed with the SEC when available by contacting Playtex's Investor
Relations at 203-341-4017. Such documents are not currently available. You
may also read and copy any reports, statements and other information filed
by Playtex or Energizer with the SEC at the SEC public reference room at
100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 or visit the SEC's website for further information on its
public reference room.
Energizer and its directors and executive officers, and Playtex and its
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Playtex common stock in respect
of the proposed transaction. Information about the directors and executive
officers of Energizer is set forth in Energizer's proxy statement which was
filed with the SEC on December 5, 2006. Information about the directors and
executive officers of Playtex is set forth in Playtex's proxy statement
which was filed with the SEC on March 23, 2007. Investors may obtain
additional information regarding the interest of Energizer and its
directors and executive officers, and Playtex and its directors and
executive officers in the proposed transaction by reading the proxy
statement regarding the acquisition when it becomes available.
SOURCE Energizer Holdings, Inc.
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