EL PASO, Texas--(BUSINESS WIRE)--Feb. 10, 2014--
Helen of Troy Limited (NASDAQ:HELE) (“Helen of Troy” or the “Company”)
announced today that it has commenced a modified “Dutch auction” tender
offer to repurchase up to $300 million of its common shares (“Common
Stock” or “shares”) at a price not greater than $66.50 per share nor
less than $57.75 per share (the “Offer”). If the Offer is fully
subscribed, the number of shares to be purchased in the Offer represents
approximately 14.06% to 16.19% of Helen of Troy’s currently issued and
outstanding shares depending on the purchase price payable for those
shares pursuant to the Offer. The NASDAQ closing price of Helen of Troy
common shares on February 7, 2014, the last full trading day before
today’s announcement and commencement of this tender offer, was $59.35
per share.
The Offer will expire at 12:00 midnight, New York City time, on Monday,
March 10, 2014, unless extended or earlier terminated by the Company.
Tenders of shares of Common Stock must be made prior to the expiration
of the Offer and may be withdrawn at any time prior to the expiration of
the Offer. The Offer will not be conditioned upon any minimum number of
shares being tendered or the obtaining of financing, but the Offer is
subject to a number of customary conditions described in the Offer to
Purchase that is being distributed to shareholders.
Tendering shareholders may specify a price not greater than $66.50 per
share nor less than $57.75 per share (in specified increments of $0.25)
at which they are willing to sell their shares of Common Stock pursuant
to the Offer. Alternatively, tendering shareholders may tender their
shares at the price determined under the Offer. On the terms and subject
to the conditions of the Offer, the Company will designate a single per
share price that the Company will pay for shares properly tendered and
not properly withdrawn from the Offer, taking into account the total
number of shares of Common Stock tendered and the prices specified by
tendering shareholders. The Company will select the lowest purchase
price, not greater than $66.50 per share nor less than $57.75 per share,
that will allow it to purchase shares having an aggregate purchase price
of $300 million, or a lower amount depending on the number of shares
properly tendered and not properly withdrawn (such purchase price, the
“Final Purchase Price”). Only shares of Common Stock validly tendered at
prices at or below the Final Purchase Price, and not properly withdrawn,
will be eligible for purchase in the Offer. All shares of Common Stock
acquired in the Offer will be acquired at the Final Purchase Price,
including those shares of Common Stock tendered at a price lower than
the Final Purchase Price. However, due to the “odd lot” priority,
proration and conditional tender offer provisions described in the Offer
to Purchase, all of the shares of Common Stock tendered may not be
purchased if the number of shares properly tendered at or below the
Final Purchase Price and not properly withdrawn have an aggregate value
in excess of $300 million (based on the Final Purchase Price).
The Company will purchase only those shares of Common Stock properly
tendered and not properly withdrawn upon the terms and conditions of the
Offer. All shares accepted for payment will be paid promptly after the
expiration of the tender offer period, net in cash, less any applicable
withholding taxes and without interest. At the maximum Final Purchase
Price of $66.50 per share, the Company would purchase 4,511,278 shares
if the Offer is fully subscribed, which would represent approximately
14.06% of the issued and outstanding shares as of February 5, 2014. At
the minimum Final Purchase Price of $57.75 per share, the Company would
purchase 5,194,805 shares if the Offer is fully subscribed, which would
represent approximately 16.19% of the issued and outstanding shares as
of February 5, 2014.
Shares not purchased in the Offer will be returned at the Company’s
expense promptly following the expiration of the Offer. The Company
reserves the right, in its sole discretion, to change the shareholders’
per share purchase price options and to increase or decrease the
aggregate value of shares sought in the Offer, subject to applicable law.
Helen of Troy intends to use a combination of cash on hand and
borrowings under our existing revolving credit facility to pay for all
Common Stock that we purchase in the Offer and all fees and expenses
applicable to the Offer.
The Dealer Manager for the tender offer is J.P. Morgan Securities LLC,
and the Information Agent is Georgeson, Inc. The Depositary is
Computershare Trust Company, N.A. The Offer to Purchase, Letter of
Transmittal and related documents are being mailed to shareholders of
record and also will be made available for distribution to beneficial
owners of Helen of Troy shares. For questions and information, please
call the Dealer Manager or the Information Agent toll free at
1-877-371-5947 or 1-800-676-0281, respectively.
Helen of Troy’s Board of Directors has approved the Offer. However, none
of the Company, its Board of Directors, the Dealer Manager, the
Depositary, or the Information Agent makes any recommendation to any
holder of Common Stock as to whether to participate in the Offer or, if
a person wishes to participate, at what price or prices to tender shares
in the Offer. Before making a decision, shareholders should read and
evaluate carefully the information contained in the Offer to Purchase,
including the documents incorporated therein by reference, and the
Letter of Transmittal, in their entirety. The Company also urges
shareholders to consult their financial and tax advisors in making their
own decisions on what action, if any, to take in light of their own
particular circumstances.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL
SHARES OF HELEN OF TROY LIMITED. THE TENDER OFFER IS BEING MADE
ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT HELEN OF TROY WILL SHORTLY BE DISTRIBUTING TO ITS
SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS
AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE TENDER
OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE
TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS THAT HELEN OF TROY WILL SHORTLY BE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S
WEBSITE AT WWW.SEC.GOV
OR BY CALLING GEORGESON INC., THE INFORMATION AGENT FOR THE TENDER
OFFER, TOLL-FREE AT 1-800-676-0281. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT
TO THE TENDER OFFER.
About Helen of Troy Limited
Helen of Troy Limited is a leading global consumer products company
offering creative solutions for its customers through a strong portfolio
of well-recognized and widely-trusted brands, including: Housewares:
OXO®, Good Grips®, Soft Works®, OXO tot® and OXO Steel®; Healthcare/Home
Environment: Vicks®, Braun®, Honeywell®, PUR®, Febreze®, Stinger®,
Duracraft® and SoftHeat®; and Personal Care: Revlon®, Vidal Sassoon®,
Dr. Scholl's®, Pro Beauty Tools®, Sure®, Pert®, Infusium23®, Brut®,
Ammens®, Hot Tools®, Bed Head®, Karina®, Ogilvie® and Gold ‘N Hot®. The
Honeywell® trademark is used under license from Honeywell International
Inc. The Vicks®, Braun®, Febreze® and Vidal Sassoon® trademarks are used
under license from The Procter & Gamble Company. The Revlon® trademark
is used under license from Revlon Consumer Products Corporation. The Bed
Head® trademark is used under license from Unilever PLC. The Dr.
Scholl’s® trademark is used under license from MSD Consumer Care, Inc.
FORWARD LOOKING STATEMENTS
This press release may contain forward looking statements, which are
subject to change. Any or all of the forward looking statements may turn
out to be wrong. They can be affected by inaccurate assumptions or by
known or unknown risks and uncertainties. Many of these factors will be
important in determining the Company's actual future results.
Consequently, no forward looking statement can be guaranteed. Actual
future results may vary materially from those expressed or implied in
any forward looking statements. The forward looking statements are
qualified in their entirety by a number of risks that could cause actual
results to differ materially from historical or anticipated results.
Generally, the words “anticipates”, “estimates”, “believes”, “expects”,
“plans”, “may”, “will”, “should”, “seeks”, “project”, “predict”,
“potential”, “continue”, “intends”, and other similar language identify
forward looking statements. The Company cautions readers not to place
undue reliance on forward looking statements. The Company intends its
forward looking statements to speak only as of the time of such
statements, and does not undertake to update or revise any forward
looking statement, whether as a result of new information, additional or
subsequent developments or otherwise. The forward looking statements
contained in this press release should be read in conjunction with, and
are subject to and qualified by, the risks described in the Company’s
Form 10-K for the year ended February 28, 2013 and in our other filings
with the SEC. Investors are urged to refer to such risk factors referred
to above for a description of these risks. Such risks include, among
others, the departure and recruitment of key personnel, the Company’s
ability to deliver products to our customers in a timely manner, the
Company’s geographic concentration of certain U.S. distribution
facilities, which increases our exposure to significant shipping
disruptions and added shipping and storage costs, difficulties
encountered during the transition to the Company’s new distribution
facility could interrupt the Company’s logistical systems and cause
shipping disruptions, the Company’s projections of product demand,
sales, net income and earnings per share are highly subjective and our
future net sales revenue, net income and earnings per share could vary
in a material amount from such projections, expectations regarding
acquisitions and the integration of acquired businesses, the Company’s
relationship with key customers and licensors, the costs of complying
with the business demands and requirements of large sophisticated
customers, the Company’s dependence on foreign sources of supply and
foreign manufacturing, the impact of changing costs of raw materials and
energy on cost of goods sold and certain operating expenses,
circumstances that may contribute to future impairment of goodwill,
intangible or other long lived assets, the risks associated with the use
of trademarks licensed from and to third parties, our dependence on the
strength of retail economies and vulnerabilities to an economic
downturn, the Company’s ability to develop and introduce innovative new
products to meet changing consumer preferences, litigation brought by
any party in any court in Bermuda, the United States or any country in
which the Company operates, regulatory and legislative actions in the
countries in which the Company operates, disruptions in U.S., European
and other international credit markets, exchange rate risks, trade
barriers, exchange controls, expropriations, and other risks associated
with foreign operations, the Company’s debt leverage and the constraints
it may impose, the costs, complexity and challenges of upgrading and
managing our global information systems, the risks associated with
information security breaches, the risks associated with tax audits and
related disputes with taxing authorities, potential changes in laws,
including tax laws, and the Company’s ability to continue to avoid
classification as a controlled foreign corporation.
Source: Helen of Troy Limited
ICR, Inc.
Allison Malkin /Anne Rakunas
203-682-8200 /
310-954-1113
or
Sard Verbinnen & Co
David Reno/Emily
Deissler
212-687-8080