(Information sent by the signatory company)
Shareholders will receive $36.15 per share in cash
DOWNERS GROVE, Ill. and NEW YORK, March 14, 2023 /PRNewswire/ -- Univar Solutions Inc. (NYSE: UNVR) ("Univar Solutions" or the "Company") and Apollo (NYSE: APO) today announced that funds managed by affiliates of Apollo (the "Apollo Funds") have entered into a definitive merger agreement to acquire the Company in an all-cash transaction that values the Company at an enterprise value of approximately $8.1 billion. The transaction includes a minority investment in a wholly owned subsidiary of the Abu Dhabi Investment Authority ("ADIA").
The agreement provides that shareholders of Univar Solutions will receive $36.15 per share in cash, representing a 20.6% premium over the closing price of the company's shares unchanged on November 22, 2022. The transaction consideration also represents a 33.6% premium to Univar Solutions' volume-weighted average price during the 30 days of trading ending November 22, 2022.
"We are pleased to have reached this agreement with Apollo, which will provide immediate and secure cash value for Univar Solutions shareholders," said Chris Pappas, Chairman of the Univar Solutions Board of Directors (the "Board"). "The Board's decision follows a thorough review of the value creation opportunities for Univar Solutions. We are confident that this transaction is the right path forward and achieves our goal of maximizing shareholder value for Univar Solutions."
David Jukes, President and CEO of Univar Solutions, said: "Over the past three years, we have transformed the company, placing the customer at the center of everything we do, cementing our position as a leading provider of services and value-added solutions.This transaction reflects the success of our strategy and brings substantial value to our shareholders.It is a testament to the tireless efforts of my colleagues, whose commitment to our purpose of helping to keep our communities healthy, fed, clean and Seguras has enabled our success.At Apollo, we are pleased to have a partner to support continued investment in our portfolio and I look forward to working closely with your team as we grow Univar Solutions and serve our key suppliers and customers across the globe. world."
Sam Feinstein, partner at Apollo Private Equity said, "Univar is a world leader in the distribution of specialty chemicals and ingredients, feeding a wide range of industries with innovative, safe and sustainable solutions. Over the past few years, David and his team have made tremendous We are making progress improving the customer experience, and we believe Univar can accelerate its long-term strategy as a portfolio company of Apollo Fund. We look forward to leveraging our extensive industry experience to support management in this exciting next phase."
Details of the transaction
The merger agreement, which has been unanimously approved by the Univar Solutions Board of Directors, provides that Univar Solutions shareholders will receive $36.15 in cash for each common share they own.
The transaction will be financed with equity provided by the Apollo Funds, a minority equity investment from an ADIA-owned subsidiary and a committed debt financing package.
The transaction is expected to close in the second half of 2023, subject to customary closing conditions, including Univar Solutions shareholder approval and receipt of regulatory clearances. The transaction is not subject to financing conditions.
Upon completion of the transaction, Univar Solutions common stock will be delisted from the New York Stock Exchange and Univar Solutions will become a private company. Univar Solutions will continue to operate under the Univar Solutions name and brand and maintain a global presence.
The foregoing description of the merger agreement and the transactions contemplated therein is subject to the full terms of the merger agreement, which Univar Solutions will file with the US Securities and Exchange Commission as an exhibit to a current report on the Form 8-K, and is qualified in its entirety by reference thereto.
AdvisorsGoldman Sachs
Paul, Weiss, Rifkind, Wharton
J.P. Morgan Securities LLC is acting as the primary financial advisor to Apollo. BMO Capital Markets, BNP Paribas Securities Corp, Credit Suisse, Guggenheim Securities, LLC, HSBC Securities (USA) Inc, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC are also acting as financial advisors to Apollo.
Cleary Gottlieb Steen
Additional Information About the Proposed Transaction and Where to Find It This communication concerns the proposed transaction between Univar Solutions Inc. ("Univar Solutions" or the "Company") and funds managed by affiliates of Apollo Global Management, Inc. ("Apollo") . In connection with the proposed transaction, the company will file relevant materials with the US Securities and Exchange Commission (the "SEC"), including the company's proxy statement on Schedule 14A (the "Proxy Statement "). This communication is not in lieu of the Proxy Statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction. PRIOR TO MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS OF UNIVAR SOLUTIONS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY MODIFICATIONS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT UNIVAR SOLUTIONS, APOLLO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain the documents (when available) free of charge at the SEC's website, www.sec.gov, or by visiting the company's investor relations website, https://investors. www.univarsolutions.com/ho....
Participants in the Proxy SolicitationUnder SEC rules, the Company and certain of its directors, officers and other members of management and employees may be considered participants in the solicitation of proxies to holders of the Company's common shares in connection with the proposed transaction. Information about the directors and officers of the Company and their ownership of common shares of the Company is contained in the final proxy statement for the Company's 2022 Annual General Meeting of Shareholders, which was filed with the SEC on March 23, 2022, or in its Annual Report on Form 10-K for the year ended December 31, 2022, and in other documents filed by the Company with the SEC. These documents can be obtained free of charge from the sources indicated above. The Proxy Statement and other relevant documents to be filed with the SEC in connection with the proposed transaction, when available, will include additional information about the participants in the proxy request and a description of their direct and indirect interests, for holding securities or otherwise. Investors should carefully read the Proxy Statement when it becomes available before making any voting or investment decision.
Forward-Looking Statements and Information This communication contains forward-looking statements, as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. version as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as "believes", "expects", "may", "will", "should", "could", "seeks ", "intends", "plans", "estimates", "anticipates" or other comparable terms. All forward-looking statements contained in this communication are subject to this disclaimer.
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Any forward-looking statements represent the views of the company solely as of the date of this communication and should not be taken to represent the views of the company at a later date, and the company undertakes no obligation, except as required by law, to update any forward-looking statement.
About Univar Solutions
Univar Solutions (NYSE: UNVR) is a leading global distributor of specialty chemicals and ingredients representing a premier portfolio of the world's leading producers. With the largest fleet of private transport and the largest technical sales force in the industry, unmatched logistics expertise, deep market and regulatory knowledge, formula and recipe development, and leading digital tools, the company is well positioned to offer tailored solutions and value-added services to a wide range of markets, industries and applications. While fulfilling its purpose to help keep communities healthy, fed, clean and safe, Univar Solutions is committed to helping customers and suppliers innovate and focus on Growing Together. Learn more at www.univarsolutions.com.
About Apollo
Apollo is a global, high-growth alternative asset manager. In our asset management business, we seek to provide our clients with excess returns at every point of the risk-reward spectrum, from investment grade to private equity, by focusing on three investment strategies: yield, hybrid and variable income. For more than three decades, our investment expertise through our fully integrated platform has met our clients' financial return needs and provided companies with innovative growth capital solutions. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by offering a suite of retirement savings products and acting as a solution provider for institutions. Our patient, creative and well-informed approach to investing aligns our clients, the companies we invest in, our employees and the communities we influence, to expand opportunities and achieve positive results. As of December 31, 2022, Apollo had approximately $548 billion of assets under management. For more information, visit www.apollo.com.
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