- Diversey (NASDAQ:DSEY) and Delaware-headquartered Solenis entered into a definitive merger agreement wherein the latter will acquire the former in an all-cash transaction valued at an enterprise value of ~$4.6B.
- On merger completion, expected to close in 2H23, Diversey will become a private company.
- Solenis is a manufacturer of specialty chemicals used in water-intensive industries, which was acquired by Platinum Equity in 2021.
- Under agreement terms, Diversey shareholders will receive $8.40/share in cash (premium of ~41% over Mar.7 closing price); Bain will contribute ~56% of its existing equity into Solenis and will sell its remaining shares to Solenis for cash at the same price.
- Bain Capital will receive $7.84/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.
- Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital.
- Shares trading 38.5% higher premarket.