- Diversey to become a private company post the completion of the merger
- Bain Capital will contribute around 56% of its existing equity into Solenis
- John Panichella, CEO at Solenis, will head the merged company
Platinum Equity-backed Solenis has entered a definitive merger agreement with Nasdaq-listed and Bain Capital-backed Diversey to acquire the latter firm at an enterprise value of around $4.6 billion.
Diversey is a provider of hygiene, infection prevention and cleaning products based in Fort Mill, South Carolina.
Diversey will become a private company post the completion of the merger.
Bain Capital, the largest shareholder in Diversey, invested in the firm in 2017 and took the company public in 2021.
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, according to a release.
Other shareholders will receive $8.40 in cash, a premium of around 41 percent over Diversey’s closing share price on March 7, the last trading day before the deal announcement, and 59 percent over its 90-day volume-weighted average price.
Solenis plans to fund the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital, the release stated.
John Panichella, CEO at Solenia, will head the merged 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.
The transaction is expected to be completed in the second half of 2023, subject to relevant regulatory approvals.
Platinum Equity acquired Solenis in 2021.
Solenis, headquartered in Wilmington, Delaware, is a manufacturer of specialty chemicals used in water-intensive industries.
Platinum Equity is a global investment firm based in Beverly Hills. The firm manages around $36 billion of assets. It has completed over 350 acquisitions.
Bain Capital is an alternative investment firm based in Boston.
Kirkland & Ellis serves as legal counsel to Bain Capital and Diversey. Gibson, Dunn & Crutcher will provide legal counsel and Willkie Farr & Gallagher will act as financing counsel to Platinum Equity and Solenis.