The bidder for Helen of Troy, the company behind OXO kitchen tools, Hydro Flask bottles and Osprey backpacks, stopped writing private letters this week. Empower Brands, owned by Spectrum Brands Holdings and funds managed by Oaktree Capital Management, published an open letter to Helen of Troy's shareholders on 12 November 2026 and disclosed that an affiliate holds 1,049,356 shares, about 4.5 per cent of the company.
The offer is unchanged: $37.00 a share in cash, which Empower values at about $1.6 billion including debt, according to its letter and investor presentation filed with the Securities and Exchange Commission. Helen of Troy's board, which first rejected the price in public on 4 November, repeated in a statement filed on 13 November that the proposal "significantly undervalues the Company." Nothing has been signed, and no tender offer or proxy fight has been launched.
How did the bid become public?
Through a sequence of rejections. Empower's presentation lays out the dates: a first merger approach in March 2025, a management meeting on 27 July 2026, a $34.00 proposal on 19 August that the board turned down on 3 September, and the raised $37.00 proposal on 12 October, rejected on 20 October and again on 4 November. Helen of Troy gives a different account of the 2025 approach. Its statement says Spectrum proposed that Helen of Troy acquire "Spectrum Brands' Household & Personal Care business using the Company's shares,", which the board said "did not provide an appropriate basis for further discussion."
By our count, 85 days separate the first priced proposal from the open letter. Empower says it could complete due diligence and sign a merger agreement in "no more than 45 days." It says it would sign a customary non-disclosure agreement but is "not willing to enter into any standstill," the clause that would stop it buying more shares or going to shareholders directly. Helen of Troy says it offered its detailed plan under a customary non-disclosure agreement and Empower declined.
David Maura, chairman of Empower Brands Holdings Group, wrote that $37.00 is "a compelling valuation for the business' limited prospects as a standalone company." He called Helen of Troy's current plan "the Company's third strategic reset in just ten years."
What do Helen of Troy's own numbers show?
Both sides are arguing from the same filings, so we lined them up. The table uses fiscal years, which end in February.
| Fiscal year to February | Net sales | Change | GAAP operating income | Long-term debt at year end |
|---|---|---|---|---|
| 2022 | 2,223.4 | 5.9% | 272.6 | 816.2 |
| 2023 | 2,072.7 | -6.8% | 211.8 | 936.9 |
| 2024 | 2,005.0 | -3.3% | 260.6 | 672.0 |
| 2025 | 1,907.7 | -4.9% | 142.7 | 921.9 |
| 2026 | 1,786.3 | -6.4% | -782.1 | 785.5 |
| 2027 outlook | 1,768 to 1,822 | -1.0% to 2.0% | n/a | 672.6 (31 Aug 2026) |
Net sales fell 19.7 per cent from the fiscal 2022 peak to fiscal 2026, by our arithmetic. The fiscal 2026 operating loss reflects $706.5 million of goodwill impairment and $97.0 million of intangible-asset impairment, which wrote down what Helen of Troy had paid for earlier acquisitions. Empower's presentation adds that organic sales fell 12.2 per cent in fiscal 2026 and that the shares fell on earnings day in 11 of the past 18 quarters.
The other side of the ledger is recent. In the quarter to 31 August 2026, net sales rose 2.1 per cent to $440.9 million, adjusted EBITDA was $49.4 million and total debt was $672.6 million, down from $893.2 million a year earlier, the company reported on 8 October. It raised its fiscal 2027 adjusted EBITDA forecast to $203 million to $210 million, from $190 million to $197 million. G. Scott Uzzell, the chief executive, said adjusted EBITDA and adjusted earnings per share "were better than expected."
What is $37 worth on the company's own forecast?
About 7.3 times this year's earnings before interest, tax, depreciation and amortization, on our arithmetic. Helen of Troy had 23,390,635 shares outstanding at 29 September 2026. At $37.00, the equity is worth about $865 million. Adding total debt of $672.6 million and subtracting $22.6 million of cash gives an enterprise value of about $1.52 billion, somewhat below Empower's own "approximately $1.6 billion," which may count other claims. Divided by the $206.5 million midpoint of the raised EBITDA forecast, that is 7.3 times.
One detail matters for the multiple. The fiscal 2027 forecast includes a net pre-tax benefit of about $10 million to $14 million from refunds of tariffs struck down in court, which the company is mostly reinvesting. That is a one-time gain from the refund process that followed the tariff ruling. Take out the midpoint, $12 million, and the multiple is about 7.8 times.
Empower says the price is a premium of about 31 per cent to the 30-day volume-weighted average share price that ended on 30 October 2026, and about 9 per cent above its own first offer. It also points to a 2023 investor-day plan, "Elevate for Growth," which it says outlined "a path to a materially higher share price of $228 to $398." Helen of Troy's new five-year outlook calls for low-to-mid single digit sales growth and high single digit growth in adjusted EBITDA.
What happens next
The open letter asks shareholders to tell the board they support a deal. That works only if enough of them do, and the 4.5 per cent stake is a start, not a lever. The pattern resembles the fight at LCI Industries, whose board rejected a second cash bid from Monomoy this week. Empower's filings mention a possible proxy solicitation or tender offer by Spectrum Brands, but describe neither. The next test is whether Empower names director candidates or raises the price, and whether Helen of Troy's next quarterly results sustain the recovery the board is asking shareholders to wait for.
The offer terms, the stake, the 2025 and 2026 dates and David Maura's quotes are from Empower Brands' open letter and investor presentation, filed by Spectrum Brands Holdings with the SEC on 12 November 2026. Helen of Troy's board position is from its statements filed on 4 and 13 November 2026. Second-quarter results, debt, leverage and the fiscal 2027 outlook are from Helen of Troy's results release of 8 October 2026; annual sales, operating income and impairments are from its annual reports on Form 10-K as tagged in SEC XBRL data; the share count is from the cover of its 10-Q for the quarter to 31 August 2026. The enterprise value, multiples and day counts are this publication's arithmetic. The analysis is our own.
Topics businessmergers and acquisitions
