Univar completes acquisition of Nexeo Solutions, creating Univar Solutions

Excerpt: Univar Inc. (NYSE: UNVR) ("Univar"), today announced that it has completed the acquisition of Nexeo Solutions ("Nexeo"), creating a leading global chemical and ingredients solutions provider.

Univar Inc.("Univar"), today announced that it has completed the acquisition of Nexeo Solutions ("Nexeo"), creating a leading global chemical and ingredients solutions provider. The combined company will conduct business as Univar Solutions, reflecting a commitment to combining the 'best of the best' from each legacy organization.

Univar Solutions is uniquely positioned to drive growth and deliver significant value for shareholders, customers, suppliers and employees," said David Jukes, Univar Solutions president and chief executive officer. "Together, we have the ability to redefine chemical and ingredients distribution, to deliver superior growth for our partners, people and shareholders."

New company, new corporate brand

Univar Solutions combines the scale, broad product portfolio, technical expertise, relationship know-how and specialized services of Univar with the extensive product knowledge, market expertise and scalable technology platform of Nexeo Solutions.

"Today is the beginning of an exciting journey, bringing together two great companies to create Univar Solutions, a company with the vision to redefine distribution and be the most valued chemical and ingredient distributor on the planet. Our new brand name reflects our commitment to combine the best qualities of each legacy company to create an innovative industry leader," said Jukes. "Together, we will be a committed ally for our wide range of customers and suppliers, with the broad array of capabilities and deep know-how to help their businesses run smoothly, and the expertise to help them anticipate, navigate and leverage meaningful growth opportunities."

Univar Solutions will provide customers with easy access to a broad selection of products from leading suppliers. Through a growing portfolio of value-added services, Univar Solutions will go beyond distribution to help accelerate innovation and efficiency in operations. Backed by industry-leading digital tools and a global network of 17 'Solution Centres', the Company will help create novel formulations and recipes that distinguish brands in the marketplace.

In addition to announcing the name under which the Company will operate going forward, Univar today unveiled the Univar Solutions brand identity and logo, which can be accessed at www.univarsolutions.com.

Jukes added, "Our new logo represents a commitment to constructive partnerships and collaborations with our customers and suppliers. It also reflects an updated mission of streamlining, innovating and growing through values that will govern our new company: serious about safety, where people matter, we're valuable to others, where we do what we say, and together we win."

Closing terms

On February 28, 2019 at 11:58 p.m. Eastern Time, Nexeo became a wholly owned subsidiary of Univar and ceased to be traded on the NASDAQ. Pursuant to the terms of the merger agreement, each issued and outstanding share of Nexeo common stock has been converted into the right to receive merger consideration consisting of 0.305 shares of Univar common stock (with cash in lieu of any fractional shares) and $3.02 in cash. The stock consideration payable to former holders of Nexeo common stock and related stock awards consists, in the aggregate, of approximately 28 million shares of Univar common stock, or approximately 16% of Univar's issued and outstanding common stock following the completion of the transaction.

In connection with the closing, Univar borrowed revolving loans under an amended and restated revolving facility and borrowed incremental term loans under its existing term loan credit facility to refinance Nexeo's debt, fund other obligations, and finance the cash portion of the merger consideration. Additional details can be found in a current report on Form 8-K filed by Univar this morning with the U.S. Securities and Exchange Commission.

Nexeo Plastics

An agreement was previously announced for Nexeo Solutions to divest its plastics distribution business ("Nexeo Plastics") to an affiliate of One Rock Capital Partners, LLC ("One Rock") in a transaction valued at approximately $640 million, subject to customary closing adjustments. The transaction is expected to close in the first half of 2019 with net proceeds being used to immediately pay down debt. The transaction remains subject to the satisfaction of customary closing conditions.


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