Sealed Air to acquire Diversey for $4.3 billion

by Keith Nunes
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ELM PARK, N.J. — Sealed Air Corp. has entered into an agreement to acquire Diversey Holdings, Inc. in a transaction valued at $4.3 billion. Sealed Air, owner of the Cryovac packaging brand, said the transaction is expected to be completed in 2011 and accretive to the company’s earnings in the first full year following completion.

Diversey shareholders will receive $2.1 billion in cash and an aggregate 31.7 million shares of Sealed Air common stock valued at $25.68 per share, based on the company’s closing stock price on May 31, for total equity consideration of $2.9 billion. Upon closing of the transaction, Diversey shareholders are expected to own approximately 15% of Sealed Air common stock.

Diversey’s business provides cleaning, sanitation and hygiene solutions to industrial and retail customers in the food and beverage, food service, health care and lodging sectors. In 2010, the company generated net sales of $3.1 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 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.”

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