Solenis — a US manufacturing company — and disinfectant maker Diversey Holdings have entered into a definitive merger agreement under which Solenis will acquire Diversey in an all-cash transaction valued at an enterprise value of approximately US$4.6bn. Upon completion of the merger, Diversey will become a private company.
Under the agreement, Diversey shareholders will receive US$8.40 per share in cash, which represents about 41% over Diversey’s closing share price on 7 Mar 2023, and a premium of approximately 59% over Diversey’s 90-day volume-weighted average price (VWAP).
“The merger creates a more diversified business with increased scale, broader global reach, and superior customer service capabilities. It will enable the combined company to provide a number of cross-selling opportunities, including meeting increasing customer demand for water management, cleaning and hygiene solutions,” said Phil Wieland, Diversey’s CEO.
Solenis’ CEO, John Panichella, will lead the combined company following the transition and integration.
He added, “In combining these two complementary businesses, we usher in a new chapter in our long history of helping customers tackle water and energy management, partnering on sustainability issues to work towards a cleaner, safer world, and reducing environmental impacts.
The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding a majority of the outstanding shares of the Company and receipt of regulatory approvals. Upon closing of the transaction, Diversey’s ordinary shares will no longer be listed on any public market.
Q4 and FY2022 earnings conference call update
Diversey will not host an earnings conference call or provide financial guidance in conjunction with its earnings release for Q4 and FY2022 financial results. Moving forward, Diversey will issue earnings releases consistent with its current schedule, including financial results for Q4 and FY2022, but will suspend hosting earnings conference calls and webcasts.