Univar Solutions to be acquired by Apollo Funds for USD8.1B
Photo courtesy of Univar Solutions

Univar Solutions to be acquired by Apollo Funds for USD8.1B

Univar Solutions Inc., a leading global specialty chemical and ingredient distributor based in Downers Grove, Illinois, U.S.A., is being acquired by Apollo Funds for USD8.1 billion.

The announcement follows Brenntagโ€™s recent move to end discussions with Univar Solutions about a potential takeover.

On  November 25, 2022,  German chemical distributor Brenntag  announced that  it was in  early-stage  discussions  regarding  a  potential  acquisition of Univar Solutions. On December 20, 2022, in an open letter to Brenntag management, PrimeStone Capital LLP, which held a 2% stake in Brenntag, expressed โ€œ strong opposition to  the acquisition  of  Univarโ€ and offered a โ€œa  superior  alternative to create significant value from the currently depressed valuation of Brenntag.โ€

Univar Solutions Inc. announced on March 14, 2023 that funds managed by affiliates of private equity investment firm Apollo have entered into a definitive merger agreement to acquire the company in an all-cash transaction.

The transaction includes a minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA). 

“We are pleased to have reached this agreement with Apollo, which will provide immediate and certain cash value for Univar Solutions shareholders,” said Chris Pappas, chairman of the Univar Solutions Board of Directors. “The Board’s decision follows a comprehensive review of value creation opportunities for Univar Solutions. We are confident this transaction is the right path forward and achieves our goal of maximizing value for Univar Solutions shareholders.” 

The merger agreement, which has been unanimously approved by the Univar Solutions Board of Directors, provides that Univar Solutions shareholders will receive USD36.15 in cash for each share of common stock they own.

The transaction will be financed with equity provided by the Apollo Funds, a minority equity investment from a wholly owned subsidiary of ADIA and a committed debt financing package.

The transaction is expected to close in the second half of 2023, subject to customary closing conditions, including approval by Univar Solutions shareholders and receipt of regulatory approvals. The transaction is not subject to a financing condition.

“Over the last three years, we have transformed the company, putting the customer at the center of all we do, which has solidified our position as a leading value-added service and solution provider. This transaction reflects the success of our strategy and delivers substantial value to our shareholders. It is a testament to the tireless efforts of my colleagues, whose commitment to our purpose of helping keep our communities healthy, fed, clean, and safe has enabled our success.โ€

“Univar is a global leader in specialty chemicals and ingredients distribution, fueling a vast array of industries with innovative, safe and sustainable solutions. In recent years, David and his team have made tremendous progress enhancing the customer experience, and we believe Univar can accelerate its long-term strategy as an Apollo Fund portfolio company. We look forward to leveraging our extensive experience in the sector to support management in this exciting next phase,” said Apollo Private Equity Partner Sam Feinstein. 

Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. are serving as financial advisors to Univar Solutions and Wachtell, Lipton, Rosen & Katz is serving as lead counsel to Univar Solutions. 

Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Apollo Funds. 

J.P. Morgan Securities LLC is acting as lead 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 serving as financial advisors to Apollo. Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to ADIA.