Sealed Air to Pursue Spin-Off of Diversey Care and Related Hygiene Business

Sealed Air Corporation announced a plan to pursue the spin-off of its Diversey Care division and the food hygiene and cleaning business within its Food Care division (together “New Diversey”), while the remaining Sealed Air business (“New Sealed Air”) will continue as an independent public company.
 
Under the plan, if effectuated, Sealed Air’s shareholders would own 100% of the common stock of New Diversey following completion of the spin-off. The plan is intended to allow each of New Sealed Air and New Diversey to focus on a distinct set of strategic objectives, creating enhanced shareholder value. The transaction is expected to be completed in the second half of 2017.
 
Upon completion of the spin-off:
• New Sealed Air will continue to be a leading provider of food, product and medical packaging solutions, with a high-margin and technologically advanced business focused on profitable growth and strong cash flow globally. New Sealed Air will continue delivering leading knowledge-based solutions for waste reduction, resource conservation and product security, all of which deliver unique and measurable value to customers and the planet. On a pro forma basis for the 12 months ended June 30, 2016, New Sealed Air (excluding New Diversey) generated $4.2 billion in sales and had Adjusted EBITDA of $826 million.
• New Diversey, to be led by Dr. Ilham Kadri, president of Diversey Care, will be a pure-play, high-growth hygiene and cleaning solutions company. With an integrated product offering comprised of floor care machines, tools, chemicals and services, New Diversey is a pioneer in the hygiene industry through digital innovation and is well-positioned to profitably gain share on a global basis. On a pro forma basis for the 12 months ended June 30, 2016, New Diversey generated $2.6 billion in sales and had Adjusted EBITDA of $305 million.
 
“Diversey Care is a market leader thanks to its pioneering approach in the development of innovative solutions that create value for customers, including the Internet of Clean™, Intellibot® robotics, unmatched plant-based biodegradable chemistries and AHP® disinfection technologies,” said Jerome A. Peribere, Sealed Air’s president and CEO. “Ilham and her management team have been instrumental in transforming and positioning Diversey Care for sustainable and profitable growth.”
 
Dr. Kadri, president of Diversey Care, joined Sealed Air in 2013 from Dow Chemical. She brings more than 20 years of experience through a variety of global roles in business leadership, strategic planning, sales, marketing, product management, M&A and R&D in public and private companies such as Shell Chemicals-Basell, UCB-Cytec, Huntsman, and Rohm Haas-Dow.
 
New Sealed Air will continue to be led by its existing management team under Peribere, president and CEO.
 
The transaction is expected to be completed in the second half of 2017, subject to final approval by Sealed Air’s Board of Directors, as well as satisfaction of customary conditions, including the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission.
 
Separately, Sealed Air announced that its Diversey Care division has reached a mutual agreement with SC Johnson & Son (SCJ) to end the existing business relating to Sealed Air’s distribution of SCJ-branded products to the professional market under the existing Brand License Agreement (BLA).
 
The companies agreed that the BLA will expire on May 2, 2017, with the exception of Australia, New Zealand, Argentina, Chile, Czech Republic and Poland, where the BLA expires on Jan. 1, 2017. Both companies are committed to maintaining a continuous supply of SCJ-branded products to customers under the BLA.