NEWELL BRANDS INC. (NYSE:NWL) Files An 8-K Other EventsItem 8.01 Other Events
As previously disclosed by Newell Brands Inc. (the “Company”), in connection with the Company’s acquisition of Jarden Corporation (“Jarden”), which was effective on April15, 2016 (the “Merger”), any Jarden stockholder who (1)did not vote in favor of the adoption of the Agreement and Plan of Merger, dated as of December13, 2015, by and among Jarden, the Company (formerly known as Newell Rubbermaid Inc.), NCPF Acquisition Corp. I, and NCPF Acquisition Corp. II (the “Merger Agreement”), and (2)otherwise complied with the provisions of Section262 of the Delaware General Corporation Law (the “DGCL”), was entitled to seek an appraisal of, and to obtain payment in cash for the judicially determined fair value of, its shares of Jarden common stock.
The Company has also previously disclosed that, as of March31, 2017, dissenting stockholders collectively holding approximately 10.6million shares of Jarden common stock had delivered (and not withdrawn) to Jarden written demands for appraisal. Four separate appraisal petitions have subsequently been filed by such dissenting stockholders in the Court of Chancery of the State of Delaware seeking an appraisal of the fair value of their shares of Jarden common stock to Section262 of the DGCL, which petitions were consolidated for joint prosecution under Case No. 12456-VCS on or about October3, 2016, and except as provided below, the litigation is ongoing. The fair value of the shares of Jarden common stock held by these dissenting stockholders, as determined by the court, would be payable in cash and could be lower or higher than the Merger Consideration (as defined below).
On July5, 2017, Jarden and three of the dissenting stockholders, Merion Capital ERISA LP, Merion Capital LP, and Merion Capital II LP (collectively, the “Merion Petitioners”), entered into a settlement agreement (the “Settlement Agreement”), to which, in exchange for withdrawing their respective demands for appraisal of their 5,170,018 shares of Jarden common stock and a full and final release of all claims, among other things, the Merion Petitioners will have the right to receive, and will receive, the original merger consideration provided for under the Merger Agreement, specifically (1) 0.862 of a share of Newell common stock, and (2) $21.00 in cash, per share of Jarden common stock (collectively, the “Merger Consideration”), excluding any and all other benefits, including, without limitation, the right to accrued interest, dividends, and/or distributions. Accordingly, to the terms of the Settlement Agreement, Newell will issue 4,456,554 shares of Newell common stock to the Merion Petitioners (representing the stock component of the Merger Consideration), and authorize payment to the Merion Petitioners of approximately $108,570,445.10 (representing the cash component of the Merger Consideration). The Court of Chancery of the State of Delaware has dismissed with prejudice the Merion Petitioners’ claims for appraisal.
About NEWELL BRANDS INC. (NYSE:NWL)
Newell Brands Inc, formerly Newell Rubbermaid Inc., is a global consumer goods company. The Company’s brands consists of Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer’s, Coleman, Jostens, Marmot, Rawlings, Irwin, Lenox, Oster, Sunbeam, FoodSaver, Mr. Coffee, Rubbermaid Commercial Products, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo, First Alert, Waddington and Yankee Candle. The Company focuses on consumer, investment in brands.