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Spectrum Brands Announces Early Termination of Hart-Scott-Rodino Review, Reaffirms Confidence in Armored AutoGroup Acquisition

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Spectrum Brands Holdings, Inc. (NYSE:SPB) announced today it has been granted early termination of the Hart-Scott-Rodino waiting period in connection with the Company’s pending acquisition of Armored AutoGroup Parent Inc. (“Armored AutoGroup”).

Spectrum Brands reaffirmed its confidence in the Armored AutoGroup acquisition. Responding to a recent press report regarding Armored AutoGroup’s internal controls weaknesses, which were previously disclosed in Armored AutoGroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (filed with the Securities and Exchange Commission on March 30, 2015), Spectrum Brands confirms that it was aware of and reviewed these deficiencies as part of its due diligence process and determined that they were not material to Spectrum Brands and would be remediated as part of the integration following the closing of the acquisition. Spectrum Brands will continue to monitor these deficiencies within its control environment following the acquisition.

Spectrum Brands expects to complete the Armored AutoGroup acquisition prior to the end of its third fiscal quarter ending June 30, 2015.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 2000 Index, is a global and diversified consumer products company and a leading supplier of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, and personal insect repellents. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac(R), VARTA(R), Kwikset(R), Weiser(R), Baldwin(R), National Hardware(R), Pfister(R), Remington(R), George Foreman(R), Russell Hobbs(R), Black+ Decker(R), Farberware(R), Tetra(R), Marineland(R), Nature’s Miracle(R), Dingo(R), 8-in-1(R), FURminator(R), IAMS(R), Eukanuba(R), Digest-eezeTM, Healthy-Hide(R), Littermaid(R), Spectracide(R), Cutter(R), Repel(R), Hot Shot(R), Black Flag(R) and Liquid Fence(R). Spectrum Brands’ products are sold by the world’s top 25 retailers and are available in more than one million stores in approximately 160 countries. Based in Middleton, Wisconsin, Spectrum Brands Holdings generated net sales of approximately $4.43 billion in fiscal 2014. For more information, visit

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written statements by representatives of the Company regarding matters such as the offering, the completion of the AAG acquisition and the achievement of the expected benefits of any such transactions, expected sales, adjusted EBITDA, debt reduction and leverage, and other measures of financial performance, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are identified by words such as “future,” “anticipate”, “intend,” “plan,” “estimate,” “believe,” “expect,” “project,” “forecast,” “could,” “would,” “should,” “will,” “may,” and similar expressions of future intent or the negative of such terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release. Actual results may differ materially as a result of (1) Spectrum Brands Holdings’ ability to manage and otherwise comply with its covenants with respect to its significant outstanding indebtedness, (2) our ability to integrate and realize synergies from our recent acquisitions and any possible future acquisitions, including the Armored AutoGroup acquisition, (3) risks related to changes and developments in external competitive market factors, such as introduction of new product features or technological developments, development of new competitors or competitive brands or competitive promotional activity or spending, (4) changes in consumer demand for the various types of products Spectrum Brands Holdings offers, (5) unfavorable developments in the global capital markets, (6) the impact of overall economic conditions on consumer spending, (7) fluctuations in commodities prices, the costs or availability of raw materials or terms and conditions available from suppliers, (8) changes in the general economic conditions in countries and regions where Spectrum Brands Holdings does business, such as stock market prices, interest rates, currency exchange rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability to successfully implement manufacturing, distribution and other cost efficiencies and to continue to benefit from its cost-cutting initiatives, (10) Spectrum Brands Holdings’ ability to identify, develop and retain key employees, (11) unfavorable weather conditions and various other risks and uncertainties, including those discussed herein and those set forth in the securities filings of each of Spectrum Brands Holdings, Inc. and SB/RH Holdings, Inc., including each of their most recently filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.

Spectrum Brands Holdings also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands Holdings and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market. Spectrum Brands Holdings also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Spectrum Brands Holdings undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

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