DealBook: Sealed Air to Buy Diversey Holdings in $4.3 Billion Deal

Sealed Air announced on Wednesday that it would buy Diversey Holdings, in a $4.3 billion deal that would allow the packaging company to expand into commercial cleaning and sanitation.

It is a new area for Sealed Air, well known for its Bubble Wrap brand. With the Diversey acquisition, the company will be able to offer new products like disinfectants and cleaning solutions to its current customers and new ones.

It will also enhance Sealed Air’s exposure to developing markets. Diversey, which traces its corporate roots to Johnson Wax, the predecessor of SC Johnson, has a presence in more than 60 countries, including fast-growing markets like Latin America and the Asia Pacific region. Once the deal is complete, Sealed Air expects to generate 60 percent of its revenue outside North America, with roughly 21 percent in emerging countries.

“This transaction represents a strategic growth opportunity that leverages Sealed Air’s core competencies and positions our company to further capitalize on the megatrends that drive both businesses,” William V. Hickey, chief executive of Sealed Air, said in a statement.

Under the terms of the deal, Diversey’s owners, which include members of the Johnson family and the private equity firm Clayton, Dubilier Rice, will receive $2.1 billion in cash and 31.7 million shares of Sealed Air. After the deal closes, Diversey’s investors will own about 15 percent of Sealed Air.

“We are excited about the opportunities we have to grow with Sealed Air through increased scale and expanded reach,” Edward F. Lonergan, chief executive of Diversey, said in a statement. “We share a culture of innovation and a global vision for our business.”

The deal is expected to be completed at the end of the year. Sealed Air expects the acquisition to increase earnings per share in the first full year after the deal is closed, with cost savings of $30 million in the first year.

Citigroup and Blackstone Advisory Partners served as financial advisers for Sealed Air and Simpson Thacher Bartlett acted as legal adviser. Goldman Sachs advised Diversey and Skadden, Arps, Slate, Meagher Flom acted as its legal counsel. The Johnson family worked with Lazard, while Debevoise Plimpton provided legal advice to Clayton Dubilier.

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