Diversey Holdings, Ltd. (DSEY), a provider of cleaning and hygiene products, announced Wednesday that it has entered into a definitive merger agreement to be bought by specialty chemicals company Solenis in an all-cash deal valued at an enterprise value of around $4.6 billion.
In pre-market activity on Nasdaq, Diversey shares were gaining around 38 percent to trade at $8.18.
Following the deal, Diversey will become a private company.
The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions. Upon closing of the transaction, Diversey's ordinary shares will no longer be listed on any public market.
Bain Capital Private Equity, which invested in Diversey in 2017 and subsequently took the Company public in 2021, is currently the largest shareholder of Diversey.
Under the deal terms, Diversey shareholders, other than shareholders affiliated with Bain Capital Private Equity, will receive $8.40 per share in cash. The per share price represents a premium of approximately 41 percent over Diversey's closing share price on March 7, the last full trading day prior to the transaction announcement.
It also represents a premium of around 59 percent over Diversey's 90-day volume-weighted average price.
Bain Capital will contribute around 56 percent of its existing equity into Solenis at an implied value per Diversey share of $7.84 and will sell its remaining shares to Solenis for cash at the same price.
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.
Following the transition and integration, Solenis CEO John Panichella will lead the combined company.
Diversey also said it will not host an earnings conference call or provide financial guidance in conjunction with its earnings release for the fourth quarter and full year 2022 financial results.
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