Solenis, a provider of water treatment solutions, announced that it has entered into an agreement to acquire Diversey, a provider of cleaning and disinfection solutions, in an all-cash transaction valued at an enterprise value of about $4.6 billion.
Upon completion of the merger Diversey, currently a publicly-traded company, will become a private company.
Under the terms of the agreement, most Diversey shareholders will receive $8.40 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.
Headquartered in Wilmington, Delaware, Solenis is a manufacturer of specialty chemicals used in water-intensive industries and municipal water treatment. Solenis was acquired by Platinum Equity in 2021.
Diversey is a leading provider of hygiene, infection prevention and cleaning solutions based in Fort Mill, South Carolina, providing water treatment solutions primarily to industrial water users.
“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,’ said Phil Wieland, CEO of Diversey. “It will enable the combined company to grow and provide a number of attractive cross-selling opportunities, including meeting increasing customer demand for water management, cleaning and hygiene solutions.”
Solenis CEO John Panichella will lead the combined company following the transition and integration.
“This is a strategic combination of two leading global products, services, and technologies providers with proven track records of product innovation who offer truly differentiated solutions to customers,” said Panichella. “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 toward a cleaner, safer world, and reducing environmental impacts. With continued support from Platinum Equity and now Bain Capital, we are confident that we’ll maximize the opportunities ahead.”
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
The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions.
