Spectrum Brands Unit Empower Brands Issues Letter To Helen Of Troy Shareholders Regarding Previously Announced All-Cash Takeover Offer At $37.00/Share

Empower Brands Holdings Group, LLC ("Empower Brands"), the Home & Personal Care business jointly owned by Spectrum Brands Holdings, Inc. ("Spectrum Brands") (NYSE:SPB) and funds managed by Oaktree Capital Management, L.P., today issued an open letter to Helen of Troy ("Helen of Troy" or the "Company") (NASDAQ:HELE) shareholders in connection with Empower Brands’ previously announced proposal (the "Proposal") to acquire the Company in an all-cash transaction for $37.00 per share at an implied enterprise value of approximately $1.6 billion (the "Transaction"). An affiliate of Empower Brands currently owns approximately 4.5% of the Company’s outstanding shares, reflecting its conviction in the value and strategic merits of the proposed Transaction.

A corresponding investor presentation supporting Empower Brands’ proposal can be found at https://investor.spectrumbrands.com/proposed-acquisition-helen-troy.

The full text of the letter is as follows:

November 12, 2026

Dear Fellow Shareholders of Helen of Troy,

I write to you on behalf of Empower Brands regarding our proposal to acquire Helen of Troy in an all-cash transaction.

On November 4, 2026, the Helen of Troy Board ("Helen Board") yet again rejected our offer without substantively engaging with us. This has been part of a consistent pattern in which we have made multiple constructive proposals to acquire Helen of Troy and the Helen Board has refused to engage with us. Our most recent offer of $37.00 per share in cash represents both a substantial premium to where the stock traded before our interest became public and a compelling valuation for the business’ limited prospects as a standalone company. The market reaction to our announcement suggests that Helen of Troy shareholders agree that our Proposal is superior to the Company’s current path.

The consumer products industry is ripe for consolidation for a reason. Greater scale matters. Scale funds the innovation, marketing and operational capabilities required to win in an environment that is highly competitive, with promotional categories facing tepid demand and rising cost pressures. Helen of Troy’s current size and leverage constrain its ability to invest at the level needed to achieve consistent growth and margin expansion.

We have carefully reviewed Helen of Troy’s three-phase strategic roadmap. We are highly skeptical that the plan can deliver the magnitude and durability of improvement that the Helen Board is projecting, particularly against a backdrop of inflation, soft consumer demand in key categories and intense competition.

Our Proposal is certainly not an opportunistic offer, as Helen of Troy is claiming. In fact, in March 2025, when Helen of Troy was trading in the ~$50s per share, we sent Helen a merger proposal. At that time, we repeatedly contacted the Company but there was no meaningful engagement on Helen of Troy’s part. Since then, the Helen of Troy business has deteriorated, resulting in further shareholder value destruction. The pressures and headwinds Helen of Troy faces are real and watching the business continue to deteriorate as it pursues an unrealistic outlook is not in the best interest of Helen of Troy shareholders.

In its promises of growth and enhanced profitability, the Helen Board appears to be counting on shareholders having a short memory. This marks the Company’s third strategic reset in just ten years, with prior initiatives failing to deliver the sustained operational improvements and shareholder returns promised. At its 2023 Investor Day, management and the Helen Board presented its ‘Elevate for Growth’ strategy, outlining a path to a materially higher share price of $228 to $398. The reality has been markedly different, with continued operating underperformance and significant erosion of shareholder value.

Now, shareholders are being asked to believe that another strategic reset will deliver a different outcome, despite many of the same fundamental challenges that have undermined prior plans: insufficient scale, a costly path to restoring growth, persistent margin pressures and a constrained balance sheet that limits the Company's ability to invest in its brands. The latest strategy offers little evidence of how these challenges will be overcome, yet requires shareholders to bear the execution risk of a multiyear turnaround with no assurance that the anticipated benefits will materialize. In fact, given the recent surge of inflationary pressure, we believe that the outlook for Helen of Troy is getting riskier and more uncertain.

We are price-disciplined, and our Proposal reflects a meaningful cash premium to the unaffected share price for shareholders. Our offer is grounded in realistic assumptions about the business and the value we can create together for the Company and its employees.

As we stated to Helen of Troy previously, we remain willing to enter into a constructive dialogue that could potentially support an improved proposal and lead to consummating a transaction. We have provided Helen of Troy with a focused information request list, which does not include commercially sensitive information. We would be willing to sign a customary non-disclosure agreement but are not willing to enter into any standstill.

Given our knowledge of the Company and our experience in the sector, we are confident that we can complete due diligence and finalize a merger agreement on an accelerated timeframe of no more than 45 days. Empower Brands does not anticipate any impediments to obtaining Helen of Troy shareholder approval or the regulatory approvals necessary to consummate the proposed Transaction. The definitive Transaction agreement will not contain any financing contingencies.

We urge the Helen Board to engage constructively with us to pursue a mutually beneficial transaction that delivers meaningful value to the Company’s shareholders. We also urge the Company’s shareholders to contact the Helen Board and tell them that they support this transaction and want the Company to engage with us.

Sincerely,

David Maura

Chairman of Empower Brands Holdings Group, LLC