Spectrum Brands Stockholders Approve Proposed Merger With HRG Group, Inc.

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 that its stockholders approved its previously announced
merger with HRG Group, Inc. (NYSE: HRG) at a special meeting of Spectrum
Brands stockholders held earlier today. Spectrum Brands stockholders
approved all proposals put forward at the special meeting.

Spectrum Brands expects the merger to close after the close of business
today, July 13, 2018.

About Spectrum Brands Holdings, Inc.

Spectrum Brands, a member of the Russell 1000 Index, is a global and
diversified consumer products company and 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®, Black +
Decker®, Tetra®, Marineland®, GloFish®, Nature’s Miracle®, Dingo®,
8?in?1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy?Hide®,
Digest?eeze™, DreamBone®, SmartBones®, Littermaid®, Spectracide®,
Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP®
and A/C PRO®. Spectrum Brands Holdings’ products are sold in
approximately 160 countries. 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) the ability to
consummate the announced transaction on the expected terms and within
the anticipated time period, or at all, which is dependent on the
parties’ ability to satisfy certain closing conditions, (2) any delay or
inability of the combined company to realize the expected benefits of
the transaction; (3) changes in tax laws, regulations, rates, policies
or interpretations; (4) the value of the combined company shares to be
issued in the transaction; (5) the risk of unexpected significant
transaction costs and/or unknown liabilities; (6) potential litigation
relating to the Merger; (7) 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; (8) the impact of
actions taken by significant stockholders; (9) the impact of expenses
resulting from the implementation of new business strategies,
divestitures or current and proposed restructuring activities; (10) the
potential disruption to Spectrum Brands’ or HRG’s 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
announced transaction, 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 (11) general economic and business conditions that affect
the combined company following the transaction. 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, 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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