Newell Rubbermaid, Jarden to merge as Newell Brands

ATLANTA - Newell Rubbermaid and Jarden Corporation on Monday announced that they have entered into a definitive agreement to combine the two companies in a deal valued at $15.4 billion. 

 

“The combination of these two great companies creates a $16 billion consumer goods company with incredible potential to grow and create value,” stated Michael Polk, Newell Rubbermaid president and CEO. “The scale of our combined businesses in key categories, channels and geographies creates a much broader canvas on which to leverage our advantaged set of brand development and commercial capabilities for accelerated growth and margin expansion.”

 

The new company will be named Newell Brands, with a portfolio of brands including Health o Meter, Paper Mate, Sharpie, EXPO, Parker, Elmer’s, Calphalon, Rubbermaid, Graco, Baby Jogger, Aprica, Goody, Irwin, Lenox, Rubbermaid Commercial Products, Coleman, First Alert, FoodSaver, Jostens, K2, NUK, Oster, Rawlings, Sunbeam, Billy Boy and Yankee Candle. All told, Jarden will bring almost 50 brands to the Newell mix. 

 

Under the terms of the agreement, Jarden shareholders will receive, for each Jarden share, $21 in cash and 0.862 shares of Newell Rubbermaid stock at closing. Based on Newell Rubbermaid’s closing share price as of Dec. 11, the implied total consideration would be $60 per share, which represents a 24% premium to Jarden’s 30-day volume weighted average share price as of Dec. 11, 2015.

 

Upon the closing of the transaction, Newell Brands will be led by Michael Polk as CEO.

 

The Newell Brands board of directors will be expanded to include three representatives of the Jarden Board, including Martin Franklin, executive chairman of Jarden and Ian Ashken, vice chairman and president of Jarden. The new 13 member Newell Brands Board will be chaired by current Newell Rubbermaid non-executive chairman Michael Cowhig.

 

Mark Tarchetti, currently chief development officer, Newell Rubbermaid, will become the president of Newell Brands upon completion of the transaction, with an initial focus leading the integration of the companies, including synergy delivery, portfolio strategy and long-term business development plans such as accelerated market deployment of the brands at home and internationally. He will also be responsible for the creation of a number of enterprise-wide capabilities, including design, innovation, insights, ecommerce, and direct-to-consumer commerce.

 

Bill Burke, currently COO, Newell Rubbermaid, will lead the legacy Jarden business upon completion of the transaction, working closely with Richard Sansone, Jarden’s EVP operations and the senior leadership teams across the Jarden businesses to deliver the current business plans while working with Mark Tarchetti to insure the seamless transition of Jarden into Newell Brands.

 

“Given the magnitude of the opportunity ahead, I’m delighted that Bill and Mark will continue their partnership working with Rich and the great talent that Jarden brings to the combination. This is an important time, and the process of learning more about the brands, the people and the opportunities represented by the combined business is critical to realization of the full potential of the transformation,” said Polk.

 

As previously announced, Joe Arcuri will assume the role of chief commercial officer, Newell Rubbermaid and Richard Davies will become chief development officer, Newell Rubbermaid, both effective Jan. 1, 2016. These leaders will ensure the development and full delivery of the existing Newell Rubbermaid business plan.

 

Additional executive roles will be announced at the completion of the proposed transaction.

 

Goldman, Sachs served as lead financial advisor to Newell Rubbermaid and is providing committed financing for the transaction; Centerview Partners acted as financial advisor to the Newell Rubbermaid board of directors. Jones Day and Simpson Thacher & Bartlett acted as legal counsel to Newell Rubbermaid.

 

Barclays acted as lead financial advisor with UBS Investment Bank also serving as financial advisor for Jarden; Greenberg Traurig and Kane Kessler P.C. acted as legal counsel.