Diversey shareholders will receive $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock valued at $25.68 per share based on Sealed Air’s closing stock price on May 31, for a total equity consideration of $2.9 billion, under the terms of the agreement. Diversey is a privately-owned company, controlled by members of the Johnson family and Clayton, Dubilier & Rice LLC.
One the transaction closes, Diversey shareholders are expected to own approximately 15 percent of Sealed Air common stock.
Diversey provides cleaning, sanitization and hygiene solutions to industrial and retail customers in the food and beverage, foodservice, health care and lodging sectors, as well as to building service contractors worldwide. In 2010, Diversey generated net sales of $3.1 billion and Adjusted EBITDA1 of $453 million. Diversey employs more than 10,000 people worldwide and operates in more than 60 countries.
Sealed Air is a leading provider of food and industrial system solutions that help ensure that food retains its freshness, products arrive undamaged and transit efficiencies are maximized to reduce energy and waste. Sealed Air operates in 52 countries, employs more than 16,000 people and generated net sales of $4.5 billion in 2010.
“This transaction represents a strategic growth opportunity that leverages Sealed Air’s core competencies and positions our company to further capitalize on the megatrends that drive both businesses,” said William Hickey, president and CEO of Sealed Air. “With Diversey, we will expand our footprint beyond specialty packaging solutions by gaining entry into a $40+ billion chemical cleaning and hygiene industry that has attractive fundamentals and is already in our value chain. This combination is also financially compelling, and we expect it to deliver enhanced earnings per share and free cash flow generation, creating meaningful value for our shareholders.”