Edgewell Personal Care Company and Harry’s announced that they have entered into a definitive agreement under which Edgewell will combine with Harry’s in a cash and stock transaction that values Harry’s at $1.37 billion. This transaction furthers the consolidation in the men’s grooming market with category disruptions being acquired by legacy players. Dollar Shave Club was acquired by Unilever for a reported $1 billion in 2016, and Procter & Gamble acquired Bevel as part of the Walker & Co. transaction last year.

WHO: Harry’s has been a disruptive force across the men’s and women’s shaving market and adjacent grooming and personal care categories. Today, Harry’s is comprised of Harry’s—the company’s flagship brand, founded in 2013 by Andy Katz-Mayfield and Jeff Raider—Flamingo, and Harry’s Labs. Harry’s owns and operates its own razor factory in Eisfeld, Germany, and employs more than 900 people across the US, UK, and Germany.

Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick and Wilkinson Sword men’s and women’s shaving systems and disposable razors; Edge and Skintimate shave preparations; Playtex, Stayfree, Carefree, and o.b. feminine care products; Banana Boat and Hawaiian Tropic sun care products; Playtex infant feeding; Diaper Genie; Bulldog and Jack Black male skincare and grooming products; and Wet Ones® moist wipes. The company has a broad global footprint and operates in more than 50 markets, including the US, Canada, Mexico, Germany, Japan, and Australia, with approximately 6,000 employees worldwide.

WHY: The deal combines Edgewell’s scale, distribution network, product technology, and R&D Capabilities with Harry’s best-in-class brand building, design, and direct-to-consumer marketing and technology capabilities.

IN THEIR OWN WORDS: “The combination of Edgewell and Harry’s is a pivotal step forward in further transforming our organization and strengthening our competitive position and ability to drive sustained growth and value creation,” said Rod Little, Edgewell’s President and Chief Executive Officer. “Building on Edgewell’s and Harry’s complementary strengths, our combined company will have leading brands and omni-channel capabilities that are essential to meet the needs of the modern consumer and win in today’s market environment. We welcome Harry’s entrepreneurial employees and look forward to working closely with Andy and Jeff, whose ingenuity and demonstrated success will enable us to take our US business to the next level. We are excited about our future and the opportunities we have to deliver superior long-term shareholder returns as a next-generation CPG platform.”

Andy Katz-Mayfield and Jeff Raider, co-founders and co-CEOs of Harry’s, said, “When we launched Harry’s six years ago our vision was to create a grooming brand that better met our needs as consumers, and over time, a CPG platform that creates brands people love across more categories. Together with Edgewell, we see a significant opportunity to continue delivering on that vision, leveraging Edgewell’s advanced technology and global footprint alongside our customer-first approach, brand building expertise and omni-channel capabilities. We’re incredibly proud of the brands we’ve created and the team we’ve built, and have tremendous respect for Edgewell and its established brand portfolio. We look forward to what we can accomplish together.”

DETAILS:

• Under the terms of the agreement, approximately 79% of the total value of the transaction will be paid in cash and 21% will be paid in Edgewell common stock. Upon completion of the transaction, Harry’s shareholders will own approximately 11% of Edgewell.
• Edgewell intends to finance the transaction through a combination of cash on its balance sheet, net new debt, and equity. Bank of America Merrill Lynch has provided committed financing in connection with the transaction.
• Edgewell and Harry’s will remain a distant second to Procter & Gamble’s Gillette brand, which commanded 47.3% of the American market last year, according to data from Euromonitor. Edgewell’s top brands held about 13.6% of the market, while Harry’s had about 2.6%.
• Harry’s does roughly half of its sales in stores like Target and Walmart.
• Harry’s owns nine factories, including a manufacturing facility in Germany.
• Harry’s raised a $112MM minority growth round in February 2018 that brought the total money raised to $474.6MM in nine rounds since 2012.
• Edgewell executives told investors that Harry’s expects to be “generally” breakeven in 2019.
• The combined company will be led by Edgewell’s President and Chief Executive Officer, Rod Little.
• Andy Katz-Mayfield and Jeff Raider, Harry’s co-founders and co-CEOs, have agreed to join the Executive Team of Edgewell at closing, to serve as co-Presidents of US operations. Colin Hutchison will continue to serve as Chief Operating Officer and will lead the combined company’s international division. Additionally, Dan Sullivan will serve as Chief Financial Officer, Marisa Iasenza will serve as the Chief Legal Officer, and John Hill will serve as the Chief Human Resources Officer.
• Upon completion of the transaction, the combined company’s board of directors will be expanded to add a new director selected by representatives of Harry’s.
• Goldman Sachs & Co. LLC and Perella Weinberg Partners LP are serving as financial advisors to Edgewell, and Wachtell, Lipton, Rosen & Katz is serving as Edgewell’s legal advisor.
• Centerview Partners LLC is serving as financial advisor to Harry’s and Latham & Watkins LLP and O’Melveny & Myers LLP are serving as its legal advisors.