UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
x |
Soliciting Material under §240.14a-12 |
DIVERSEY HOLDINGS, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply): |
|
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11. |
The following was made available to employees of Diversey Holdings,
Ltd. (“Diversey”) on March 8, 2023 in connection with the pending acquisition of Diversey by Solenis.
EMPLOYEE FAQ
| 1. | What is the transaction, and what are the financial terms? |
Diversey has entered into an agreement to be acquired by
Solenis in an all-cash transaction that values Diversey at approximately $4.6 billion. Upon completion of the merger, Diversey would
become a private company.
Solenis is a leading global producer of specialty chemicals
that is focused on delivering sustainable solutions to maintain the cleanliness and health of industry processed water. Founded over
100 years ago, Solenis has a truly global footprint with over 6,500 employees and 49 manufacturing facilities, operating in 130 Countries
over 6 continents.
| 3. | What is the rationale for the combination of the two businesses?
Why is this transaction beneficial for Diversey? |
We believe this is a merger of two leading, complementary
businesses that are focused on growth and seizing opportunities to bring more and ever better solutions to meet the needs of customers.
We believe this is an opportunity to create a diversified category leader with scale, global reach, and superb customer service capabilities.
In addition, the success of our existing partnership with Solenis in the F&B water treatment arena demonstrates the capabilities
of a truly combined company.
| 4. | When will the sale process be complete? What happens next? |
We anticipate the merger will be completed in the second
half of this year. In the meantime, we will continue to operate separately, and it will be business-as-usual as we remain focused on
serving customers.
| 5. | How will this combination improve Diversey’s revenue/growth
potential? |
As a private company, we believe that we will have the necessary
resources and focus to build upon our progress and invest in our continued growth. Diversey and Solenis share a complementary value proposition,
based on sustainability, operational efficiency and people safety in the markets in which we operate that we expect will enhance Diversey’s
differentiated customer, product and geographic portfolio.
| 6. | What impact will this have on Diversey’s strategic
agenda and growth initiatives currently underway? |
We remain focused on serving customers and executing the
various initiatives that are underway so that Diversey meets the important goals we have set for 2023.
| 7. | What will the organizational structure be for the combined
company? |
Both Diversey and Solenis have experienced management teams.
As communicated, the merger is not expected to be complete until the second half of this year. As such, until that time, Diversey will
continue to operate as a public company independent from Solenis, and it will be business-as-usual as we remain focused on serving customers.
| 8. | Will the two businesses keep their names and products? |
This is a merger of two leading businesses that we believe
is fully complementary. That said, the merger has just been announced, and no determination has been made on the branding going forward.
| 9. | Will this merger impact the culture of the company? |
This transaction is not yet completed, and the integration
process lies ahead; however, we have already observed similarity in purpose, behaviors and strategic drivers, which we believe will help
to facilitate the integration.
| 10. | How likely is a reduction in workforce as a result of
this combination? |
Employees are the most important part of what creates the
value in both of our businesses and are vital to our growth and success. The transaction is not yet completed, and no decisions have
been made at this time on what the combined company will look like. However, the merger is not expected to be complete until the second
half of this year, and until that time, Diversey will continue to operate on a business-as-usual basis.
| 11. | Will my job or my immediate manager change as a result
of this combination? |
We know that a change like this is exciting, but it can
also create a sense of uncertainty about the future. There are no immediate changes to your role or team. It is important to remember
that this is a combination that we believe is highly complementary, and both Diversey and Solenis are focused on growth and seizing opportunities
to bring more and ever better solutions to meet the needs of customers.
| 12. | What are Solenis’ plans for Diversey? Are they planning
to keep Diversey intact? |
This is a merger of two leading businesses that we believe
is fully complementary. This is a combination that is focused on growth and seizing opportunities to bring more and ever better solutions
to meet the needs of customers.
| 13. | I own shares in Diversey, what will happen to them? What
happens with my LTI awards? |
If you own shares, they will be exchanged for the right
to receive $8.40 per share (“Per Share Price”). LTI awards will be treated as described in the merger agreement between Diversey
and Solenis. The merger agreement generally provides for the following: restricted stock units will be converted into cash awards based
on the Per Share Price and such cash awards will be subject to service-based vesting after closing; the target number of performance-based
RSUs will be converted into cash awards based on the Per Share Price and will be subject to service-based vesting after closing; stock
options will be cancelled without any payment because they are underwater; and restricted shares will be cancelled and exchanged for
the right to receive the Per Share Price. You will receive an individual notification describing the treatment of your LTIs in more detail.
Information on the 2023 LTI will be shared shortly.
| 14. | What should we be telling customers and partners about
the merger? |
Solenis and Diversey have much in common. We share the mission
of striving to be a trusted partner to customers and suppliers with a commitment to delivering solutions to help customers improve their
operational efficiency, reduce their environmental footprint and enhance people safety, while maximizing cleanliness of facilities and
processed water. It is important to remember that this is a combination that we believe is highly complementary and is focused on growth
and seizing opportunities to bring more and ever better solutions to meet customers' needs.
| 15. | What are the next steps, and how will we know about them? |
We will continue to keep you informed and will be as transparent
as we can until the merger is complete.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do
not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies
regarding the future, including strategies or plans as they relate to the proposed transaction. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “aim,” “potential,” “continue,” “ongoing,”
“goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions,
although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs,
as well as assumptions made by, and information currently available to, the Company.
Because such statements are
based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially
from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) uncertainties as to
the timing of the proposed transaction; (ii) the risk that the merger may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of the Company’s shares; (iii) the possibility that competing
offers or acquisition proposals for the Company will be made; (iv) the failure to satisfy any of the conditions to the consummation
of the proposed transaction, including the adoption of the merger agreement by the Company’s shareholders and the receipt of certain
regulatory approvals; (v) the occurrence of any event, change or other circumstance or condition that could give rise to the termination
of the merger agreement, including in certain circumstances requiring the Company to pay a termination fee; (vi) the effect of the
announcement or pendency of the proposed transaction on the Company’s stock price, business relationships, operating results and
business generally; (vii) risks that the proposed transaction may disrupt the Company’s current business plans and operations;
(viii) the Company’s ability to retain and hire key personnel in light of the proposed transaction; (ix) risks related
to diverting management’s attention from the Company’s ongoing business operations; (x) unexpected costs, charges or
expenses resulting from the proposed transaction; (xi) the ability of the buyer to obtain the necessary financing arrangements set
forth in the commitment letters received in connection with the merger; (xii) potential litigation relating to the merger that could
be instituted against parties to the merger agreement or other transaction agreements or their respective directors, managers or officers,
including the effects of any outcomes of such litigation; (xiii) certain restrictions during the pendency of the merger that may
impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiv) uncertain global economic
conditions which have had and could continue to have an adverse effect on our consolidated financial condition and results of operations;
(xv) the continuation of the COVID-19 pandemic may cause disruptions to the Company's operations, customer demand, and its suppliers’
ability to support the Company; (xvi) the risks associated with the global nature of the Company's operations; (xvii) fluctuations
between non-U.S. currencies and the U.S. dollar; (xviii) political and economic instability and risk of government actions affecting
the Company's business and its customers or suppliers; (xix) increases in the pricing of raw materials, availability and allocation
by suppliers as well as increases in energy-related costs; (xx) the Company's ability to develop new and innovative products and
the acceptance of such products by the Company's customers; (xxi) cyber risks and the failure to maintain the integrity of the Company's
operational or security systems or infrastructure; (xxii) the introduction of the Organization for Economic Cooperation and Development’s
Base Erosion and Profit Shifting; (xxiii) the consolidation of the Company's customers; (xxiv) competition in the markets for
the Company's products and services and in the geographic areas in which it operates; (xxv) instability and uncertainty in the credit
and financial markets and the availability of credit that the Company and its customers need to operate the Company's business; (xxvi) new
and stricter regulations applicable to our business; (xxvii) continued availability of capital and financing and rating agency actions;
and (xxviii) other risks described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q
or other filings with the SEC. All such factors are difficult to predict and are beyond the Company’s control. While the list of
risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in the proxy statement will
be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material
adverse effect on the completion of the merger and/or the Company’s consolidated financial condition, results of operations, credit
rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that
the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation
or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and
plans in any specified time frame, or at all.
The forward-looking statements
speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue
reliance on these forward-looking statements.
Important Information For Investors and Shareholders
In connection with the proposed transaction,
the Company intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to shareholders a proxy statement
on Schedule 14A. The Company, certain of its affiliates and certain affiliates of Bain Capital intend to jointly file a transaction statement
on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. Promptly after filing its definitive proxy statement with the SEC,
the Company will mail the definitive proxy statement, the Schedule 13E-3 and a proxy card to each shareholder of the Company entitled
to vote at the meeting relating to the proposed transaction. This communication is not a substitute for 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. INVESTORS AND
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. The materials to be filed by the Company will
be made available to the Company’s investors and shareholders at no expense to them and copies may be obtained free of charge on
the Company’s website at www.diversey.com. In addition, all of those materials will be available at no charge on the SEC’s
website at www.sec.gov.
Participants in the Solicitation
The Company and its directors, executive officers, other members of
its management and employees may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection
with the proposed transaction under SEC rules. Investors and shareholders may obtain more detailed information regarding the names, affiliations
and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement
for its 2022 annual meeting of shareholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and
the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they
become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases,
be different than those of the Company’s shareholders generally, will be set forth in the proxy statement relating to the proposed
transaction when it becomes available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to the proposed transaction and is not intended to and shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
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