Newell Brands Confirms Receipt of Starboard Value’s Director Nominations
No Shareholder Action Required at this Time
The company issued the following statement:
The Newell Board recognizes the importance of having the right mix of skills, expertise and experience and is committed to continuously reviewing its capabilities and ongoing refreshment on behalf of shareholders. Furthermore, the Board has a process in place for regularly evaluating prospective directors.
The Newell Board and management team continue to take decisive action to deliver strong financial and operational performance and are committed to achieving Newell Brands’ transformation objectives. Since beginning its post-acquisition transformation, the company has refined its business strategy and remains on track to continue this progress through 2021, emerging with the scale, capabilities and financial profile to outgrow and outperform the competition. Over the past two years, progress includes:
- Increased market shares and competitive core sales growth, despite a challenging retail environment
- Realized more than
$550 million of cost synergies and savings - Generated nearly
$2.8 billion in operating cash flow - Reduced gross debt by
$3.4 billion sinceApril 16, 2016 - Scaled the company’s advantaged capabilities in consumer insights, design, innovation and e-commerce to support the larger portfolio
- Optimized the portfolio through the completion of nine divestitures and four acquisitions
- Returned more than
$900 million to shareholders through share repurchases and dividends
The company has taken decisive action and is executing its accelerated transformation plan to improve operational performance and enhance shareholder value. As announced on
- Focus the company’s portfolio into nine core divisions of leading consumer brands with approximately
$11 billion in net sales and$2 billion of EBITDA, twice the size of the formerNewell Rubbermaid with higher operating margins - Deliver greater than
$700 million in incremental cost savings through 2021 - Invest in innovation, design and e-commerce to further accelerate market share gains
- Explore strategic options for its industrial, commercial and smaller consumer assets, including Waddington, Process Solutions, Rubbermaid Commercial Products, Mapa, Rawlings, Goody, Rubbermaid Outdoor, Closet, and Garage products and U.S. Playing Cards
- Reduce the manufacturing, warehouse and customer footprint of the company by approximately 50 percent, creating a simpler and more focused operation
- Use approximately two thirds of after-tax proceeds from potential divestitures to reduce leverage to less than 3x, with remaining proceeds and cash flow from operations to be used to return capital to shareholders, including through share repurchases and the continuation of a
$0.23 per share quarterly dividend
Newell Brands’ shareholders are not required to take any action at this time. Newell’s Board and its Nominating/Governance Committee intend to review any validly submitted proposed director nominees in accordance with the company’s restated certificate of incorporation, by-laws and corporate governance guidelines. The Board intends to present its recommendation regarding any director nominees in Newell Brands’ definitive proxy statement and other materials, to be filed with the
About
This press release and additional information about
Additional Information
In connection with Newell’s 2018 Annual Meeting of Shareholders, Newell will file with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2018 Annual Meeting. Certain information concerning certain of these participants is set forth in the Company’s definitive proxy statement, dated
Caution Concerning Forward-Looking Statements
Statements in this letter, other than those of historical fact, particularly those anticipating future financial performance, business prospects, growth, operating strategies and similar matters, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “will,” “should,” “would” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. In addition, there are no assurances that the Company will complete any or all of the potential transactions, and other initiatives referenced in this letter. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:
- uncertainties regarding future actions that may be taken by Starboard in furtherance of its stated intention to nominate director candidates for election at Newell’s 2018 Annual Meeting;
- potential operational disruption caused by Starboard’s actions that may make it more difficult to maintain relationships with customers, employees or suppliers;
- the Company’s dependence on the strength of retail, commercial and industrial sectors of the economy in various parts of the world;
- competition with other manufacturers and distributors of consumer products;
- major retailers’ strong bargaining power and consolidation of the Company’s customers;
- the Company’s ability to improve productivity, reduce complexity and streamline operations;
- the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend;
- risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings;
- the Company’s ability to effectively accelerate its transformation plan and explore and execute its strategic options;
- the Company’s ability to complete planned acquisitions and divestitures, to integrate Jarden and other acquisitions and unexpected costs or expenses associated with acquisitions or dispositions;
- changes in the prices of raw materials and sourced products
- and the Company’s ability to obtain raw materials and sourced products in a timely manner;
- the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions;
- a failure of one of the Company’s key information technology systems or related controls;
- future events that could adversely affect the value of the Company’s assets and require impairment charges;
- the impact of
United States or foreign regulations on the Company’s operations, including environmental remediation costs; - the potential inability to attract, retain and motivate key employees;
- the resolution of tax contingencies resulting in additional tax liabilities;
- product liability, product recalls or related regulatory actions;
- the Company’s ability to protect its intellectual property rights;
- significant increases in the funding obligations related to the Company’s pension plans; and
- other factors listed from time to time in the Company’s filings with the
SEC including, but not limited to, the Company’s most recent Annual Report on Form 10-K.
The information contained in this letter is as of the date indicated. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments.
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Source:
Investors:
Nancy O’Donnell, 1 201-610-6857
SVP, Investor Relations and Corporate Communications
nancy.odonnell@newellco.com
or
Media:
Michael Sinatra, 1 201-610-6717
Director, External Communications
michael.sinatra@newellco.com
or
Ed Trissel, 1 212-355-4449
Joele Frank, Wilkinson Brimmer Katcher
ETrissel@joelefrank.com