Sealed Air to Acquire Diversey for $4.3 Billion

Sealed Air Corporation SEE and Diversey Holdings announced that they have entered into a definitive agreement under which Sealed Air will acquire Diversey, a leading solutions provider to the global cleaning and sanitization market, in a transaction valued at $4.3 billion. The transaction is expected to be completed in 2011 and is expected to be accretive to earnings in the first full year following completion. Under the terms of the agreement, Diversey shareholders will receive $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock valued at $25.68 per share based on Sealed Air's closing stock price on May 31, 2011 for a total equity consideration of $2.9 billion. Diversey is a privately-owned company, controlled by members of the Johnson family and Clayton, Dubilier & Rice. Upon closing of the transaction, Diversey shareholders are expected to own approximately 15% of Sealed Air common stock.