WILMINGTON – In what could be a transformative deal for the specialty chemical company, Solenis announced Wednesday that it has reached a deal to acquire Diversey, a global company that produces and distributes a wide variety of consumer and commercial cleaning products.
The all-cash deal for the publicly traded Diversey is set at $8.40 a share, totaling an acquisition price of $4.6 billion for the Wilmington-headquartered Solenis that is owned by the New York private equity firm Platinum Equity.
Since being acquired by Platinum in 2021 for $5.25 billion, Solenis has steadily added smaller companies in the United States and around the world to increase its products and production capacity, although it primarily focuses on the water treatment, paper production and pool cleaning markets.
The company emerged from former Hercules and Ashland water treatment divisions dating back to 1907, launching its current iteration in 2015. Solenis added the former BASF company in a 2019 deal to significantly grow its reach and footprint. Today, it is headquartered at Avenue North in Wilmington’s Fairfax suburb, and has announced plans to build a $35 million research and development center in the state.
Meanwhile, Fort Mill, S.C.-based Diversey is a leading producer of hygiene, infection prevention and cleaning solutions with a global distribution market. The more than century-old company has more than 85,000 customers in over 80 countries and 9,000 employees around the world. It primarily focuses on institutional customers like hospitals, hotels, and good and beverage producers.
The addition will move Solenis firmly into general consumer markets though, as Diversey has partnered with British conglomerate Reckitt Benckiser Group plc to distribute name brands like Lysol home cleaner, Dove soap, Suave bath products, Finish dish detergent, Endust dust cleaner, Air Wick air freshener, and more.
The two companies are previously acquainted, with a 2021 partnership seeing Diversey distribute Solenis’ products to the food and beverage industry.
The deal is anticipated to close in the second half of 2023, pending regulatory and shareholder approvals. 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,” Panichella said in a statement announcing the deal. “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.”
The proposed purchase price is a 41% premium over Diversey’s closing price on March 7. Meanwhile, the private equity firm Bain Capital, which owns about 73% of the company’s shares, will contribute 56% of its shares into equity in Solenis at a price of $7.84, while cashing out the remainder at the same price. Its smaller sale price was negotiated with a special committee of Diversey’s board as a prerequisite of the deal.
Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital.
“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,” Phil Wieland, CEO of Diversey, said in a statement.
