S&R Associates advised Solenis to Acquire Leading Hygiene Solutions Provider Diversey for $4.6 Billion
S&R Associates, a prominent law firm in India, has been appointed to represent Solenis LLC, a Platinum Equity portfolio
S&R Associates advised Solenis to Acquire Leading Hygiene Solutions Provider Diversey for $4.6 Billion
S&R Associates, a prominent law firm in India, has been appointed to represent Solenis LLC, a Platinum Equity portfolio company, regarding the Indian legal implications of its planned acquisition of Diversey Holdings, Ltd.
This Nasdaq-listed company specialises in cleaning and hygiene products, and the acquisition is valued at US $4.6 billion. However, the completion of the transaction is contingent upon regulatory clearances.
Sanjeev Adlakha and Prachi Goel, partners at S&R Associates, are leading the team representing Solenis LLC in this acquisition. They are supported by associates Neethu Roy, Vyoma Mehta, Rishabh Jain, and Aakriti Jalota, who are focusing on the corporate aspects of the deal. Meanwhile, Simran Dhir, who heads the competition practice at S&R, is being assisted by associate Samali Verma on competition law matters. Partner Sumit Bansal and associates Shivani Chhabra and Taranjeet Singh are providing their expertise on tax-related matters.
It is worth mentioning that Solenis LLC and Diversey Holdings, Ltd. have recently finalised a definitive merger agreement, resulting in the creation of Solenis Diversey Holdings, Ltd. Solenis will acquire Diversey through an all-cash transaction, and upon completion of the merger, Diversey will no longer be publicly traded, becoming a private company instead.
As per the agreement, Diversey shareholders, except for those associated with Bain Capital Private Equity, will be entitled to receive $8.40 per share in cash. This price reflects a premium of about 41.0 per cent over Diversey's closing share price on March 7, 2023, which was the last full trading day before the announcement of the transaction.
Moreover, it represents a premium of roughly 59.0 per cent over Diversey's 90-day volume-weighted average price (VWAP). Bain Capital, on the other hand, will receive $7.84 per share in cash and will convert a proportion of its Diversey shares into an affiliate of Solenis. In exchange for this conversion, Bain Capital will receive common and preferred units of the affiliate.
Solenis, based in Wilmington, Delaware, is a prominent producer of specialty chemicals utilized in water-intensive industries. Platinum Equity acquired the company in 2021. On the other hand, Diversey, headquartered in Fort Mill, South Carolina, is a distinguished provider of hygiene, infection prevention, and cleaning solutions.
“The merger presents a unique opportunity to enhance value and create a more diversified business with increased scale, broader global reach, and superior customer service capabilities. It will enable the combined company to grow and provide several attractive cross-selling opportunities, including meeting increasing customer demand for water management, cleaning, and hygiene solutions,” said Phil Wieland, Chief Executive Officer of Diversey.
Solenis CEO John Panichella will lead the combined company following the transition and integration.
According to Panichella, the combination of these two renowned providers of products, services, and technologies is a strategic move. With established records of innovation, they offer unique solutions to their clients.
“In combining these two complementary businesses, we expect to usher in a new and exciting chapter in our long history of helping customers tackle core challenges such as water and energy management, partnering on sustainability issues to work towards a cleaner, safer world, and reducing environmental impacts. With continued support from Platinum Equity and now Bain Capital, we are confident that we’ll maximise the opportunities ahead,” Panichella added.
“This is a merger of two leading businesses that is fully complementary,” added Eric Foss, Non-Executive Chairman of the Board of Directors of Diversey. “We believe the transaction creates significant value realization for our shareholders.”
The merger is anticipated to conclude in the second half of 2023, subject to meeting regular closing requirements, including obtaining majority approval from Diversey shareholders with outstanding shares of the company and obtaining regulatory approvals. Upon the transaction's closure, Diversey's common shares will no longer be traded on any public exchange.