Helen Of Troy Unanimously Rejects $37/Share Takeover Bid, Citing Undervaluation And Strong Long-Term Growth Prospects

Determines Proposal Substantially Undervalues Helen of Troy

Reiterates Confidence that Execution of Strategic Plan Will Continue to Deliver Enhanced Value

Provides Investor Presentation Detailing Long-Term Value-Creation Opportunity

Helen of Troy Limited (NASDAQ:HELE) ("Helen of Troy" or the "Company") confirmed today that its Board of Directors (the "Board") has unanimously rejected an unsolicited, non-binding proposal to acquire Helen of Troy for $37.00 per share in cash from Empower Brands Holdings Group, LLC ("Empower Brands"), which is owned by Spectrum Brands Holdings, Inc. (NYSE:SPB) and Oaktree Capital Management, L.P.

An investor presentation outlining the Company’s strategic plan to drive significant long-term value and the Board’s rationale for rejecting Empower Brands’ opportunistic proposal can be found at https://investor.helenoftroy.com/events-and-presentations/presentations/default.aspx.

In making its determination, the Board considered, among other factors, the following:

• The Company’s Three-Phase Strategic Roadmap is Driving Solid Performance: In April 2026, Helen of Troy, under new CEO G. Scott Uzzell, unveiled its multi-year roadmap to restore momentum and capitalize on its portfolio of trusted brands by defining how it will operate, win and drive strengthened performance:
  • Strengthening the Foundation for Future Growth: Phase I (FY27)1: Stabilize performance, build core capabilities, concentrate leadership and capital on priority brands, stand up the new organizational model, drive agility via modernized tools and expanded AI use, and improve balance-sheet productivity.
  • Sharpening Focus on Most Compelling Growth Opportunities: Phase II (Years 2–3): Invest in the highest potential opportunities, expand into attractive adjacencies, accelerate priority international markets, scale expanded omni-channel and innovation capabilities, and optimize the portfolio to win at scale.
  • Building a Portfolio of Power Brands to Drive Scaled, Sustainable Growth: Phase III (Years 4+): Strengthen the portfolio of Power Brands—including OXO, Osprey, Braun and Olive & June—scale presence in adjacencies, ramp expansion in key and new international markets, and pursue selective M&A.

Helen of Troy is successfully executing this plan and is encouraged by the continued progress it has made. The Company achieved strong Q2 FY27 results, raised guidance, and is reinvesting $66.5 to $70.5 million of tariff refunds back into the business to drive consumer demand and enhance organizational capabilities. Additionally, Helen of Troy continued the multi-quarter trend of debt reduction, lowering total debt over the past 18 months by approximately $244 million to $673 million as of the end of the second quarter and expects to further reduce total debt by an additional $92 million by the end of FY27, as implied at the midpoint of the free cash flow outlook.

The Company’s business performance is reflected in the stock price, which has increased 67.5% fiscal year-to-date vs. the S&P 500 of 10.0%2.

Helen of Troy’s strategic plan provides a compelling path to deliver greater long-term value creation than Empower Brands’ opportunistic proposal. Over the five-year outlook, the Company expects to deliver:

• Low-to-mid single-digit net sales growth, supported by investment behind its Power Brands, proven growth platforms and international expansion, including the reinvestment of tariff refund proceeds.
• High-single-digit Adjusted EBITDA growth, driven by strong gross margins, fixed-cost leverage and a recovery in EBITDA margins toward pre-tariff historical levels. Inflationary pressures and brand investments are expected in FY28, with EBITDA acceleration thereafter as inflationary costs are offset.
• Mid-to-high-teens Adjusted EPS growth, supported by compounding top-line growth, margin expansion, lower interest expense and tax-structure leverage. Inflationary pressures and brand investments are expected in FY28, with Adjusted EPS acceleration thereafter as inflationary costs are offset.
• Approximately 75% free cash flow conversion by year five, as inventory productivity improves, with annual free cash flow per share approaching approximately $10 by the end of the plan.
• Helen of Troy Has the Right Board and Leadership to Drive Long-Term Value Creation: The majority of the Board has been refreshed with new directors since 2022. Today, the Board comprises nine directors, eight of whom are independent, and all of whom bring the necessary skills and expertise to guide Helen of Troy. Following a rigorous and thoughtful search process, the Board appointed G. Scott Uzzell as CEO in September 2025. Since joining Helen of Troy, Scott has been focused on restoring momentum, successfully de-leveraging, accelerating innovation and delivering sharper execution. Together with CFO Brian Grass, the management team has implemented a general manager-led operating model that is designed to enable agility anddrive Helen of Troy’s brands into the future.
• Empower Brands’ Proposal is Opportunistic: Helen of Troy believes Empower Brands’ proposal is timed to exploit the dislocation in its stock price since Liberation Day, created in part by tariff-related business disruption, while the Company is also in the midst of implementing its strategic plan to restore momentum.
• Helen of Troy Engaged Constructively with Empower Brands: The Company and Board actively engaged with and were responsive to Empower Brands and its advisors, including offering a customary non-disclosure agreement that would allow them to receive information. Empower Brands refused the offer, highlighting the opportunistic nature of the approach and lack of diligence in determining the value of Helen of Troy.

The Company also issued the following statement:

The Helen of Troy Board, after comprehensive review alongside its financial and legal advisors, has unanimously determined that Empower Brands’ proposal substantially undervalues Helen of Troy and its prospects for continued growth and value creation, and is not in the best interest of Helen of Troy or its shareholders. The Board believes that continuing to execute Helen of Troy’s strategy will create greater long-term value than pursuing Empower Brands’ proposal. The Board remains open to opportunities that are in the best interest of Helen of Troy and its shareholders and will appropriately consider opportunities consistent with its fiduciary duties.

BofA Securities is acting as financial advisor and Baker McKenzie LLP is acting as legal advisor to the Company.