Helen of Troy Completes Acquisition of Hydro Flask®

21 Mar 2016, 00:00 AM EDT

EL PASO, Texas–(BUSINESS WIRE)–Helen of Troy Limited (NASDAQ, NM:HELE), designer, developer and
worldwide marketer of consumer brand-name housewares, health and home,
nutritional supplement and beauty products, announced that it has closed
its previously-announced acquisition of Steel Technology, LLC., which
does business under the brand name Hydro Flask, for approximately $210
million in cash, subject to certain customary closing adjustments. The
purchase price implies a pre-synergy multiple of less than 12 times
projected calendar year 2016 adjusted EBITDA. Hydro Flask is a leading
designer, distributor and marketer of high performance insulated
hydration vessels for active lifestyles.

Julien Mininberg, Helen of Troy CEO, commented: “We are very pleased to
complete the acquisition of Hydro Flask. It aligns very well with our
stated goals of deploying capital behind strategic, disciplined M&A for
the benefit of our shareholders. Hydro Flask brings to Helen of Troy a
great brand we believe is attractively positioned to continue delivering
strong sales growth and profitability. Hydro Flask is immediately
accretive to Helen of Troy and we believe we can add further value to
it. With our strong cash flow, balance sheet and access to capital
markets, we continue to evaluate opportunities to deploy capital,
including assessment of additional strategic acquisitions or
opportunistic share buyback.”

Mininberg continued “We are delighted to welcome the Hydro Flask team to
our family. Hydro Flask is a compelling strategic fit and the first
acquired brand in our Housewares segment since purchasing OXO in 2004.
The Hydro Flask team will continue to be based in Bend, Oregon where we
can preserve the qualities we admire. Hydro Flask will report into our
Housewares business, where they can leverage their proven expertise in
product design and category development, as well as our own. We expect
to add further value through Helen of Troy’s shared services, larger
infrastructure, and international footprint. We believe we can
capitalize on the compelling trends in Hydro Flask’s product category
and adjacencies and create value for consumers, customers and our
shareholders.

Non-GAAP Financial Measures:

The Company reports and discusses its operating results using
financial measures consistent with accounting principles generally
accepted in the United States of America (“GAAP”). To supplement
its presentation, the Company periodically discloses certain financial
measures that may be considered non-GAAP financial measures, such as
adjusted operating income, adjusted income, adjusted diluted EPS, EBITDA
and adjusted EBITDA.

Adjusted EBITDA is considered a non-GAAP financial measure. Adjusted
EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, non-cash asset impairment charges, acquisition-related
expenses, CEO succession costs, non-cash share based compensation and
intangible asset amortization expense, as applicable.

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®, OXO Steel® and Hydro Flask®; Health
& Home: Vicks®, Braun®, Honeywell®, PUR®, Febreze®, Stinger®,
Duracraft® and SoftHeat®; and Beauty: 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 Nutritional
Supplements segment was formed with the acquisition of Healthy
Directions, a U.S. market leader in premium doctor-branded vitamins,
minerals and supplements, as well as other health products sold directly
to consumers. 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.

For more information about Helen of Troy, please visit www.hotus.com.

Forward Looking Statements:

This press release may contain forward-looking statements, which are
subject to change. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. 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 words 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 them as more
information becomes available. 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, 2015 and in our other filings with
the SEC. Investors are urged to refer to the 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
costs of complying with the business demands and requirements of large
sophisticated customers, the Company’s relationship with key customers
and licensors, our dependence on the strength of retail economies and
vulnerabilities to an economic downturn, expectations regarding
acquisitions and the integration of acquired businesses, including our
acquisition of Hydro Flask, exchange rate risks, disruptions in U.S.,
European and other international credit markets, risks associated with
weather conditions, the Company’s dependence on foreign sources of
supply and foreign manufacturing, risks associated with the
availability, purity and integrity of materials used in nutritional
supplements, the impact of changing costs of raw materials and energy on
cost of goods sold and certain operating expenses, 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, the Company’s projections of product demand,
sales, net income and earnings per share are highly subjective and our
future net sales revenue and net income could vary in a material amount
from such projections, 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, the Company’s ability to develop and introduce innovative new
products to meet changing consumer preferences, increased product
liability and reputational risks associated with the formulation and
distribution of nutritional supplements, risks associated with adverse
publicity and negative public perception regarding the use of
nutritional supplements, 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 increased complexity of compliance with a number of new
government regulations as a result of adding nutritional supplements to
the Company’s portfolio of products, 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.