Spectrum Brands and HRG Group Complete Previously Announced Merger

Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”), a global
consumer products company offering a broad portfolio of leading brands
and focused on driving innovation and exceptional customer service,
today announced the completion of the previously announced merger
between Spectrum Brands and HRG Group, Inc. (“HRG Group”). Following the
closing, Spectrum Brands continues as the successor to HRG Group under
the name Spectrum Brands Holdings, Inc. Spectrum Brands’ common stock
will continue to trade under the ticker “SPB” on the New York Stock

The closing of the transaction follows overwhelming approval from
shareholders of both Spectrum Brands and HRG Group at their respective
Special Meetings of Shareholders held today.

The combination of Spectrum Brands and HRG Group creates an independent
company with a more widely distributed shareholder base, meaningfully
increased trading liquidity in its common stock and an independent
governance structure. The combination provides HRG Group shareholders
with the ability to participate in the upside potential of the combined
company while receiving unlocked value from the merger.

“I would like to take this opportunity to welcome our new shareholders
and thank them, and our existing shareholders, for their support,” said
David M. Maura, Executive Chairman and Chief Executive Officer of
Spectrum Brands. “With this combination completed, Spectrum Brands is
well positioned to continue its transformation and deliver on the
Company’s long-term potential. Looking ahead, we remain focused on
driving meaningful operational improvements across all of our business
units and completing our stated asset divestitures to transform into a
faster-growing, higher-margin business. We will serve our customers,
employees and stakeholders with renewed energy and focus as we continue
as an independent company.”

The combined company’s headquarters will remain in Middleton, Wisconsin,
and the current Spectrum Brands management team will lead the combined
company. In addition, the combined company will be led by the current
Spectrum Brands board following Mr. Ehsan Zargar’s resignation and the
appointment of Mr. David Harris, an independent director nominated by
Jefferies Financial Group Inc. (formerly Leucadia National Corporation),
a large stockholder of the combined company.

As previously announced on February 26, 2018, under the terms of the
merger agreement, at the closing of the merger HRG Group implemented a
reverse stock split such that HRG Group shareholders received in the
aggregate a number of shares of the combined company equal to the number
of shares of Spectrum Brands currently held by HRG Group prior to the
merger, subject to certain adjustments. Spectrum Brands shareholders
received one newly issued share of the combined company for each share
of Spectrum Brands that they owned prior to the combination. For more
information regarding the merger, including the stock split, please
refer to the definitive proxy statement dated June 12, 2018 and filed
with the Securities and Exchange Commission.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 1000 Index, is a
global consumer products company offering a portfolio of leading brands
providing superior value to consumers and customers every day. The
Company is 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, personal
insect repellents, and auto care products. 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®,
VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®,
Remington®, George Foreman®, Russell Hobbs®, Black+Decker®, Tetra®,
Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and
Eukanuba® (Europe only), Digest-eeze™, Healthy-Hide®, Littermaid®,
Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®,
Armor All®, STP® and A/C PRO®. 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 from continuing operations
of approximately $3.0 billion in fiscal 2017. For more information,
visit www.spectrumbrands.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this release may be forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. We have tried, whenever possible, to identify these
statements by using words like “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) any delay or inability
of the combined company to realize the expected benefits of the merger;
(2) changes in tax laws, regulations, rates, policies or
interpretations; (3) the risk of unexpected significant transaction
costs and/or unknown liabilities; (4) potential litigation relating to
the merger; (5) the outcome of Spectrum Brands’ previously announced
transaction to sell the Global Battery and Lighting Business and
exploration of strategic options for Spectrum Brands’ Appliances
business, including uncertainty regarding consummation of any such
transaction or transactions and the terms of such transaction or
transactions, if any, and, if consummated, Spectrum Brands’ ability to
realize the expected benefits of such transaction; (6) the impact of
expenses resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring activities; (7) the
potential disruption to Spectrum Brands’ business or diverted management
attention, and the unanticipated loss of key members of senior
management or other employees, in each case as a result of the merger,
the previously announced transaction to sell Spectrum Brands’ Global
Battery and Lighting Business, in connection with the strategic options
for Spectrum Brands’ Appliances business or otherwise; and (8) general
economic and business conditions that affect the combined company
following the merger. Risks that could cause actual risks to differ from
those anticipated as of the date hereof include those discussed herein,
those set forth in the combined securities filings of Spectrum Brands
and SB/RH Holdings, LLC, including their most recently filed Annual
Report on Form 10-K, as amended, as updated in subsequent Quarterly
Reports on Form 10-Q and those set forth in the securities filings of
HRG Group, including its most recently filed Annual Report on Form 10-K.

Spectrum Brands 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 report. Spectrum Brands 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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