New Jersey company to acquire Diversey Holdings from Johnson family

Sealed Air Corp. of Elmwood Park, N.J., has entered into a definitive agreement to acquire Sturtevant-based Diversey Holdings Inc., a solutions provider to the global cleaning and sanitization market, in a transaction valued at $4.3 billion.
The transaction is expected to be completed later this year.
Under the terms of the agreement, 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. Diversey is a privately-owned company, controlled by members of the Johnson family and Clayton, Dubilier & Rice, LLC ("CD&R"). Upon closing of the transaction, 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, food service, health care, and lodging sectors, as well as to building service contractors worldwide. In 2010, Diversey generated net sales of $3.1 billion. Diversey employs more than 10,000 people worldwide and operates in more than 60 countries.
"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 chief executive officer 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. Sealed Air and Diversey have shared values, overlapping customers and end markets, and a common vision. By harnessing the strengths and sales capabilities of both companies, we will be able to bolster our solutions and services competencies and position Sealed Air for continued market leadership. We look forward to welcoming Diversey’s talented employees to the Sealed Air team."
"We are excited about the opportunities we have to grow with Sealed Air through increased scale and expanded reach," said Edward Lonergan, Diversey president and chief executive officer. "We share a culture of innovation and a global vision for our business. Like Sealed Air, Diversey is committed to sustainable solutions, both in terms of our business and in terms of helping our customers protect human health while reducing waste generation and consumption of natural resources. I am confident that this is a winning combination for our employees and customers around the world."
Hickey will continue as president and CEO of Sealed Air. At the close of the transaction, Lonergan and his team will join Sealed Air, and Lonergan will continue to lead the Diversey business.
Sealed Air plans to maintain Diversey’s Americas business unit and research and development functions in Racine and to continue Diversey’s support and involvement in the Racine community.
Diversey chairman Helen Johnson-Leipold said, "Diversey shareholders determined that the best long-term opportunity for all stakeholders was a combination with Sealed Air. This was a difficult decision, but the compelling rationale was that together, we can leverage our expertise to transform our industry more rapidly and in more ways than either company could do alone. As the companies got to know each other, the leaders discovered an alignment of values and shared passion for industry-transforming innovation and sustainable solutions. The businesses, the teams, and our ambitions mesh well. And I’m pleased that Sealed Air has committed to continuing a strong presence in Racine, Wis., the historic base of operations for Johnson family businesses."