Newell Rubbermaid to Acquire Jarden Corporation

GDA Staff //December 15, 2015

Newell Rubbermaid to Acquire Jarden Corporation

GDA Staff //December 15, 2015

jardenATLANTA and MIAMI – Newell Rubbermaid and Jarden Corporation have entered into a definitive agreement to combine the two companies. Jarden will merge with Newell Rubbermaid Inc. in a $15.4 billion deal.

The transaction will create a consumer goods company named Newell Brands with a portfolio of brands including, Paper Mate, Sharpie, EXPO, Parker, Elmer’s, Calphalon, Rubbermaid, Graco, Baby Jogger, Aprica, Goody, Irwin, Lenox, Rubbermaid Commercial Products, Coleman, First Alert, FoodSaver, Jostens, K2, NUK, Oster, Rawlings, Sunbeam and Yankee Candle.

Under the terms of the agreement, Jarden shareholders will receive, for each Jarden share, $21 in cash and 0.862 shares of Newell Rubbermaid stock at closing. Based on Newell Rubbermaid’s closing share price as of December 11, 2015, the implied total consideration would be $60 per share, which represents a 24 percent premium to Jarden’s 30-day volume weighted average share price as of December 11, 2015.

The transaction will be funded by cash on hand, debt and equity issued to Jarden shareholders; convertible bondholders will be entitled to convert in exchange for the merger consideration in conjunction with the transaction. Newell Rubbermaid has obtained a committed bridge facility, which it expects to replace with permanent financing prior to closing.

The acquisition is subject to approval by shareholders of both Newell Rubbermaid and Jarden Corporation, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close in the second quarter of 2016.

Upon the closing of the transaction, Newell Brands will be led by Michael B. Polk as CEO.

The Newell Brands Board of Directors will be expanded to include three representatives of the Jarden Board, including Martin E. Franklin, founder and executive chairman of Jarden and Ian G. H. Ashken, co-founder, vice chairman and president of Jarden. The new thirteen member Newell Brands Board will be chaired by current Newell Rubbermaid non-executive chairman Michael Cowhig.

Mark Tarchetti, currently chief development officer, Newell Rubbermaid, will become the president of Newell Brands upon completion of the transaction, with an initial focus leading the integration of the companies, including synergy delivery, portfolio strategy and long-term business development plans such as accelerated market deployment of the brands at home and internationally. He will also be responsible for the creation of a number of enterprise-wide capabilities, including Design, Innovation, Insights, eCommerce, and Direct-to-Consumer commerce.

Bill Burke, currently chief operating officer, Newell Rubbermaid, will lead the legacy Jarden business upon completion of the transaction, working closely with Richard Sansone, Jarden’s executive vice president of operations and the senior leadership teams across the Jarden businesses to deliver the current business plans while working with Mark Tarchetti to insure the seamless transition of Jarden into Newell Brands.

Joe Arcuri will assume the role of chief commercial officer, Newell Rubbermaid and Richard Davies will become chief development officer, Newell Rubbermaid, both effective January 1, 2016.

Additional executive roles will be announced at the completion of the proposed transaction.

“The combination of these two great companies creates a $16 billion consumer goods company with incredible potential to grow and create value,” said Michael B. Polk, president and CEO, Newell Rubbermaid. “The scale of our combined businesses in key categories, channels and geographies creates a much broader canvas on which to leverage our advantaged set of brand development and commercial capabilities for accelerated growth and margin expansion.”

Martin E. Franklin, executive chairman and founder, Jarden, said “I am delighted that we are to play a part in bringing together these two winning companies. The combination offers significant value for our shareholders and the opportunity to participate in the combined company’s long-term value creation potential as shareholders in Newell Brands… I’m excited by the opportunities for this new combined organization and I look forward to being part of this dynamic new chapter.”