Diversey To Be Acquired by Solenis in $4.6 Billion Deal

Specialty chemicals company Solenis has entered into an agreement to acquire Diversey in an all-cash transaction valued at an enterprise value of approximately $4.6 billion. Upon completion of the merger, Diversey will become a private company.

Bain Capital, which invested in Diversey in 2017 and subsequently took the company public in 2021, is currently the largest shareholder of the industrial cleaning and hygiene company. Diversey is based in Fort Mill, SC and was ranked No. 13 in Happi’s 2022 Top 50 Report.

Headquartered in Wilmington, DE, Solenis is a manufacturer of specialty chemicals used in water-intensive industries. It was acquired by Platinum Equity in 2021.

“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.  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,” said Phil Wieland, CEO of Diversey.

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 towards 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.”

Agreement Details

Under the terms of the agreement, Diversey shareholders (other than shareholders affiliated with Bain Capital Private Equity will receive $8.40 per share in cash, which represents a premium of approximately 41.0% over Diversey’s closing share price on March 7, 2023, the last full trading day prior to the transaction announcement, and a premium of approximately 59.0% over Diversey’s 90-day volume-weighted average price (VWAP). 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.

The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding a majority of the outstanding shares of the Company and receipt of regulatory approvals. Upon closing of the transaction, Diversey’s ordinary shares will no longer be listed on any public market.