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 the
NYSE: 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.
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SOURCE Energizer Holdings, Inc.