Helen of Troy (HELE) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition adds a fast-growing, innovative, omni-channel nail care brand, expanding reach beyond hair tools into the $2.3B+ at-home nail category and diversifying into high-margin consumables with strong Gen Z and Millennial engagement.

• Olive & June's digital-first, consumer-centric model and innovation pipeline align with strategic priorities for distribution expansion and product innovation.

• The acquisition supports the goal of accelerating profitable growth and leveraging a scalable operating platform.

• Olive & June will operate as a standalone but supported business, retaining its experienced management team.

• The deal brings digital engagement expertise and enhances digital reach.

Financial terms and conditions

• Total purchase price is $240 million: $225 million in cash at closing and a $15 million earnout over three years, subject to performance.

• Implied valuation is less than 11x estimated 2025 Adjusted EBITDA before synergies.

• Olive & June's 2024 net sales revenue is expected to be $92 million.

• Acquisition expected to be immediately accretive to revenue growth, gross margin, EBITDA margin, EPS growth, and free cash flow.

• Financed through an existing revolving credit facility; pro forma net leverage ratio expected at 3x or less at closing.

Synergies and expected cost savings

• Immediate accretion expected before synergies, with further upside from operational and marketing synergies over time.

• Tax efficiency to be realized after a 3–6 month transition period.

• Olive & June will benefit from shared services and Helen of Troy’s scale.

• Minimal and achievable support required for integration.