Solenis LLC entered into a definitive merger agreement to acquire Diversey Holdings, Ltd. (NasdaqGS:DSEY) from Bain Capital Fund XI, L.P., managed by Bain Capital Private Equity, LP and others for $2.6 billion on March 8, 2023. Under the terms of the agreement, Diversey shareholders (other than shareholders affiliated with Bain Capital Private Equity will receive $8.4 per share in cash. Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate and will sell its remaining shares to Solenis for cash at the same price. Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital. On March 8, 2023, Solenis entered into the Equity Commitment Letter with each of the Platinum Entities, pursuant to which the Platinum Entities have committed to, directly or indirectly through one or more intermediaries, capitalize Solenis at the Closing with the Equity Financing. On March 8, 2023, Solenis received the Debt Commitment Letter from Bank of America, N.A., BofA Securities, Inc. and Goldman Sachs Bank USA, committing to provide an increase to its U.S. sub-facility under its existing asset-based loan facility in an aggregate amount of $200 million, an incremental term loan facility in an aggregate principal amount of $750 million, and a senior secured bridge loan facility in an aggregate principal amount of $2 billion.

Upon completion of the merger, Diversey will become a private company. Upon closing of the transaction, Diversey’s ordinary shares will no longer be listed on any public market. Upon termination of the Merger Agreement by Diversey or Solenis upon specified conditions, Diversey will be required to pay Solenis a termination fee of $92 million. Upon termination of the Merger Agreement by Diversey or Solenis under other specified conditions, Solenis will be required to pay Diversey a termination fee of $125 million. Solenis Chief Executive Officer John Panichella will lead the combined company following the transition and integration.

The transaction is subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding at least two-thirds of the Shares present and voting in person or by proxy at the shareholders’ meeting; expiration of waiting periods (and any extensions thereof), applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; the completion of Dutch works council consultation procedures and certain other specified regulatory approvals. Diversey’s Board of Directors formed the Special Committee to evaluate and negotiate the transaction with the assistance of independent financial and legal advisors. Following this process, the Special Committee unanimously determined that the transaction with Solenis is in the best interests of Diversey and its shareholders, and, acting upon unanimous recommendation by the Special Committee, the Diversey Board of Directors unanimously approved the merger and recommended that Diversey shareholders vote in favor of the merger. The board of directors of Solenis also approved the transaction. In connection with the transaction, Solenis has entered into a support agreement with Bain Capital, pursuant to which Bain Capital has agreed to vote all of its Diversey shares (which represent approximately 73% of Diversey’s outstanding shares) in favor of the transaction, subject to certain terms and conditions set forth therein. As of May 17, 2023, The European Commission (EC) has approved the transaction. The merger is expected to be completed in the second half of 2023.

Evercore Group, L.L.C. is serving as financial advisor and fairness opinion provider to the Special Committee of Diversey and David A. Katz and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz serving as the Special Committee’s legal counsels. Diversey has agreed to pay Evercore a fee for its services in the amount of approximately $8.5 million, of which $0.5 million was paid as a retainer fee upon execution of Evercore’s engagement letter, $2 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. J.P. Morgan Securities LLC and Centerview Partners LLC are serving as financial advisors to Diversey on the transaction. Sarkis Jebejian, Christopher M. Thomas, Andrew Struckmeyer, Bradley C. Reed, Alexander M. Schwartz, A.J. Million, Mike Carew, Steven Cantor, Michelle Kilkenney and Carolyn L. Aiken of Kirkland & Ellis LLP providing legal counsel to Bain Capital and Diversey. BofA Securities, Goldman Sachs and Piper Sandler are serving as financial advisors to Solenis on the transaction. Ari B. Lanin and Evan M. D'Amico of Gibson, Dunn & Crutcher LLP providing legal counsel and Willkie Farr & Gallagher LLP is providing debt financing counsel to Platinum Equity and Solenis. Andreas Müller, Karin Mattle and Gregor Bühler of Homburger AG acted as legal advisor to Solenis LLC. Morrow & Co., LLC acted as the information agent to Diversey and will receive a fee of $15,000 for its services. Daniel Parejo and Javier Urbano of Garrigues acted as legal advisor to Solenis.

Solenis LLC completed the acquisition of Diversey Holdings, Ltd. (NasdaqGS:DSEY) from Bain Capital Fund XI, L.P., managed by Bain Capital Private Equity, LP and others on July 5, 2023.