Helen of Troy Ltd. said a takeover bid from the company jointly owned by Spectrum Brands Holdings and Oaktree Capital Management isn’t enough to cause Helen of Troy to deviate from its current structure and strategy.
Helen of Troy stated that its board of directors unanimously rejected an unsolicited, non-binding takeover bid of $37 a share, or roughly $1.6 billion, from Empower Brands, the home and personal care consumer products group co-owned by Spectrum Brands and Oaktree Capital Management. Helen of Troy said the bid underestimates the company’s true value, though it did not cite a figure.
Helen of Troy markets Oxo kitchenware, Hydro Flask beverageware, Osprey outdoor gear, Revlon hair appliances, Honeywell home environment appliances, Vicks and Braun health care products and PUR water filters. Spectrum Brands markets kitchen electrics under the Black & Decker, George Foreman, Russell Hobbs, PowerXL and Emeril Lagasse brands, as well as Remington personal care appliances.
Empower Brands reported it had made several attempts to engage Helen of Troy’s board privately about a potential transaction, submitting an initial bid of $34 a share on August 19, which it increased to $37 a share on October 12.
Helen of Troy said it had actively engaged with and responded to Empower Brands and its advisors, including offering a customary non-disclosure agreement that would allow them to receive information. Helen of Troy said Empower Brands refused the non-disclosure agreement offer, and Helen of Troy further characterized the Empower Brands bid as opportunistic and noted a lack of diligence in determining Helen of Troy’s true value.
Empower Brands countered that an acquisition would give Helen of Troy shareholders immediate and certain cash value with no financing contingency, a 28% premium to Helen of Troy’s closing share price on October 30, a 31% premium to the volume-weighted average price for the 30 trading days ending October 30, and a 16% premium to Helen of Troy’s 52-week high intraday share price of $31.98.
In addition to questioning the offer’s value, Helen of Troy said in its rejection of the purchase bid that Empower Brands’ proposal was timed to exploit the dislocation in its stock price, since the Trump administration’s so-called “Liberation Day” tariff impositions in April 2025 created business disruption. Helen of Troy added that it has been implementing a strategic plan to restore business momentum.
Helen of Troy’s three-phase roadmap plan, being implemented under new CEO G. Scott Uzzell, has begun, according to the company, with the intent of stabilizing performance, building core capabilities, concentrating leadership and capital on priority brands, standing up a new organizational model, driving agility via modernized tools and expanded AI use, and improving balance-sheet productivity.
The second phase, Helen of Troy said, includes investing in the best potential opportunities in the market, expanding into attractive adjacencies, accelerating initiatives in priority international markets, scaling expanded omnichannel and innovation capabilities, and optimizing Helen of Troy’s portfolio to win at scale. The third phase, according to Helen of Troy, prioritizes strengthening the portfolio of power brands Oxo, Osprey, Braun and Olive & June, scaling presence in adjacencies, enhancing expansion in key and new international markets, and pursuing selective mergers and acquisitions.
Helen of Troy said its execution of the strategic plan has been successful so far, delivering second-quarter financial results that led the company to raise guidance. Helen of Troy reported it is reinvesting between $66.5 million and $70.5 million of tariff refunds it has received from the United States government back into the business to drive consumer demand and the company said it has continued debt reduction, lowering total debt over the past 18 months by approximately $244 million to $673 million, with plans to pay off $92 million by fiscal year’s end.
Empower Brands, in explaining its decision to proceed with the acquisition bid, pointed to an 87% decrease in Helen of Troy’s share price over the past five years with the same chairman of the board overseeing the decline in shareholder value. Empower Brands also cited a decline in Helen of Troy’s fundamental performance. Empower Brands noted that Helen of Troy’s revenue and adjusted EBITDA have slid 19% and 51%, respectively, over the company’s last four fiscal years. Empower Brands also noted what it characterized as Helen of Troy’s value-destructive M&A strategy, including overpaying for acquisitions, recognizing impairment charges of $886 million in fiscal 2025, and failed restructuring initiatives and CEO turnover.
In announcing the Empower Brands bid, Spectrum Brands Chairman and CEO David Maura, who also holds the title of chairman at Empower Brands, said: “We believe our all-cash proposal offers Helen of Troy’s shareholders compelling and certain value at an attractive premium. As Helen of Troy is currently comprised, it does not have the scale or the financial ability to acquire or achieve the scale to compete in a landscape that we know well.”
Maura added the proposed transaction maximizes value for Helen of Troy shareholders “and provides certainty of closing.”
“Rather than substantively engaging with us about a transaction, Helen of Troy has attempted to halt any process by requiring us to enter into an overly restrictive agreement that would limit our ability to communicate our offer to the Helen of Troy shareholders,” Maura continued. “We remain willing to enter into a constructive dialogue that could potentially support an improved proposal and lead to consummating a friendly transaction. It is surprising to us that their board does not view substantive engagement as required by its fiduciary duties to shareholders. We are confident in our ability to bring these two businesses together to deliver significant value to all stakeholders.”
