Rayovac 2015 Annual Report Download - page 47

business with acquired businesses. Although we expect that the elimination of duplicative costs, as well as the
realization of other efficiencies related to the integration of our operations with those of acquired businesses, may
offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the
near term. Additionally, while we expect to benefit from leveraging distribution channels and brand names
among the Company and the businesses we acquire, we cannot assure you that we will achieve such benefits.
We may not realize the anticipated benefits of, and synergies from, our business acquisitions and may
become responsible for certain liabilities and integration costs as a result.
Business acquisitions involve the integration of new businesses that have previously operated independently
from us. The integration of our operations with those of acquired businesses is frequently expected to result in
financial and operational benefits, including increased top line growth, margins, revenues and cost savings and be
accretive to earnings per share, earnings before interest, taxes, depreciation and amortization and free cash flow
before synergies. There can be no assurance, however, regarding when or the extent to which we will be able to
realize these increased top line growth, margins, revenues, cost savings or accretions to earnings per share,
earnings before interest, taxes, depreciation and amortization or free cash flow or other benefits. Integration may
also be difficult, unpredictable, and subject to delay because of possible company culture conflicts and different
opinions on technical decisions and product roadmaps. We will often be required to integrate or, in some cases,
replace, numerous systems, including those involving management information, purchasing, accounting and
finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar.
In some instances, we and certain acquired businesses have served the same customers, and some customers may
decide that it is desirable to have additional or different suppliers. Difficulties associated with the integration of
acquired businesses could have a material adverse effect on our business.
We may also acquire partial or full ownership in businesses or may acquire rights to market and distribute
particular products or lines of products. The acquisition of a business or the rights to market specific products or
use specific product names may involve a financial commitment by us, either in the form of cash or equity
consideration. In the case of a new license, such commitments are usually in the form of prepaid royalties and
future minimum royalty payments. There is no guarantee that we will acquire businesses or product distribution
rights that will contribute positively to our earnings. Anticipated synergies may not materialize, cost savings may
be less than expected, sales of products may not meet expectations and acquired businesses may carry
unexpected liabilities.
In addition, in connection with business acquisitions, we have assumed, and may assume in connection with
future acquisitions, certain potential liabilities. To the extent such liabilities are not identified by us or to the
extent the indemnifications obtained from third parties are insufficient to cover such liabilities, these liabilities
could have a material adverse effect on our business.
Integrating our business with acquired businesses may divert our management’s attention away from
operations.
Successful integration of acquired businesses’ operations, products and personnel with us may place a
significant burden on our management and other internal resources. The diversion of management’s attention,
and any difficulties encountered in the transition and integration process, could harm our business, financial
condition and operating results.
As a result of business acquisitions, we may not be able to retain key personnel or recruit additional
qualified personnel, which could materially affect our business and require us to incur substantial
additional costs to recruit replacement personnel.
We are highly dependent on the continuing efforts of our senior management team and other key personnel.
As a result of business acquisitions, our current and prospective employees could experience uncertainty about
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