Spectrum Brands' Auto Business Sale agreement contains 'go-shop' provision.
The Auto Business Sale agreement contains a "go-shop" provision that allows Spectrum Brands (SPB) and its subsidiaries and representatives to solicit, discuss and negotiate alternative transaction proposals from third parties for the sale of more than 90% of the revenues, assets, liabilities and equity associated with the Global Auto Care Business. The "go shop" period lasts from November 15, 2018 to December 20, 2018, although it may be extended for an extra 5 days for a third party that submits a proposal prior to December 20, 2018 that is or is reasonably likely to be superior to the transaction with Energizer Holdings (ENR). Spectrum Brands will only be able to terminate the GAC Transaction Agreement and enter into an alternative transaction agreement for a third party proposal if that proposal is, among other requirements, at least a 5% improvement to Energizer Holdings' proposal and composed of at least 75% cash. Energizer Holdings will have the right to match any third party proposals to avoid termination of the GAC Transaction Agreement. If Spectrum does terminate the GAC Transaction Agreement to enter into an alternative transaction agreement, Spectrum Brands will be required to pay Energizer a fee of $65M. There can be no assurance that this "go-shop" provision will result in a superior proposal, and the Company does not intend to disclose developments with respect to the solicitation process unless and until the Company makes a determination requiring further disclosure.
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|Date:||Nov 19, 2018|
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