STURTEVANT, WI — Sealed Air Corporation and Diversey Holdings Inc. have entered into a definitive agreement under which Sealed Air will acquire Diversey in a transaction valued at $4.3 billion, according to a press release.
It is anticipated that the transaction will be completed in 2011 and is expected to be accretive to earnings in the first full year following completion, the release stated.
According to the release, 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, 2011, for a total equity consideration of $2.9 billion.
"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 V. Hickey, president and chief executive officer (CEO) of Sealed Air.
"With Diversey, we will expand our footprint beyond specialty packaging solutions by gaining entry into a $40-plus 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," Hickey added.
"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," said Diversey Chairman Helen Johnson-Leipold.
"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; I''m pleased that Sealed Air has committed to continuing a strong presence in Racine, Wisconsin, the historic base of operations for Johnson family businesses," Johnson-Leipold noted.
A conference call was held this morning at 8:30 a.m. Eastern Standard Time (EST) and a replay will be available as soon as possible following the end of the call until June 15, 2011, at 11:59 p.m. EST.
To access the replay, please dial (800) 642-1687 (international: (706) 645-9291) and enter reference conference ID number 72182140.