DOWNERS GROVE, Ill. and
THE WOODLANDS, Texas, Nov. 16, 2018 /PRNewswire/ -- Univar Inc. (NYSE:
UNVR) ("Univar") and Nexeo Solutions, Inc. (NASDAQ: NXEO) ("Nexeo
Solutions") today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
relating to the previously-announced acquisition of Nexeo Solutions
by Univar, expired on November 15,
2018. The expiration of the waiting period is a condition to
the closing of the transaction. The transaction remains
subject to other customary closing conditions, including approval
by other national regulatory authorities and shareholder
approval. Nexeo Solutions' key stockholders, TPG and First
Pacific, have agreed to provide consent for the proposed
transaction. Subject to the satisfaction of the remaining
closing conditions, the transaction is now expected to be completed
in the first quarter of 2019.
About Univar
Founded in 1924, Univar (NYSE: UNVR) is a global chemical and
ingredient distributor and provider of value-added services,
working with leading suppliers worldwide. Supported by a
comprehensive team of sales and technical professionals with deep
specialty and market expertise, Univar operates hundreds of
distribution facilities throughout North
America, Western Europe,
Asia-Pacific and Latin
America. Univar delivers tailored customer solutions through
a broad product and services portfolio sustained by one of the most
extensive industry distribution networks in the world. For
more information, visit www.univar.com.
About Nexeo Solutions
Nexeo Solutions is a leading global chemicals and plastics
distributor, representing products from world-class producers to a
diverse customer base. From product specification to
sustainable solutions, the Company goes beyond traditional
logistics to provide value-added services across many industries,
including chemicals manufacturing, oil and gas, coatings, personal
care, healthcare, automotive and 3D printing. The Company
leverages a centralized technology platform to identify
efficiencies and create solutions to unlock value for suppliers and
customers. Learn more at www.nexeosolutions.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
codified in Section 27A of the Securities Act, and Section 21E of
the Exchange Act, as amended. Some forward-looking statements may
be identified, without limitation, by the use of forward-looking
terminology such as "anticipate," "assume," "believe," "estimate,"
"expect," "intend," "plan," "project," "may," "will," "could,"
"would" and similar expressions. These forward-looking statements
include all matters that are not historical facts. They appear in a
number of places throughout this communication and include
statements regarding, among other things, the expected timetable
for closing of the proposed transaction between Univar Inc.
("Univar") and Nexeo Solutions, Inc. ("Nexeo"), the expected
benefits and synergies of the proposed transaction and the
operating results, performance and capital structure of the
combined company.
Forward-looking statements are based on Univar's and Nexeo's
current expectations and beliefs concerning future developments and
their potential effect on Univar, Nexeo and the combined company.
While Univar and Nexeo believe that forward-looking statements are
reasonable as and when made, there can be no assurance that future
developments affecting Univar, Nexeo and the combined company will
be those anticipated. A number of important factors, risks and
uncertainties could cause actual results to differ materially from
those contained in or implied by the forward-looking statements,
many of which are beyond Univar's or Nexeo's control. Factors,
risks and uncertainties that could cause actual results to differ
from those reflected in forward-looking statements include: changes
in general economic, business and political conditions, including
changes in the financial markets; the ability to satisfy the
conditions to closing of the proposed transaction on the expected
timing or at all and other risks related to the completion of the
proposed transaction; the ability to obtain required shareholder
and regulatory approvals for the proposed transaction on the
expected timing or at all; the ability to complete the proposed
transaction on the expected terms and timing or at all; higher than
expected or unexpected costs associated with or relating to the
proposed transaction; the risk that expected benefits, synergies
and growth prospects of the proposed transaction and combined
company may not be achieved in a timely manner or at all; results
of the strategic review of Nexeo's plastics distribution business
in connection with the consummation of the proposed transaction and
the outcome and impact of a resulting strategic transaction, if
any; the ability to successfully integrate Nexeo's business with
Univar following the closing; the risk that Univar and Nexeo will
be unable to retain and hire key personnel; the risk that
disruption from the proposed transaction may adversely affect
Univar's and Nexeo's business and their respective relationships
with customers, suppliers, distributors or employees; and other
risks detailed in the risk factors discussed in "Item 1.A. Risk
Factors" in each of Univar's and Nexeo's most recent Annual Reports
on Form 10-K, as updated by any Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and future filings with the SEC. Unless
otherwise indicated or the context otherwise requires, comments
concerning our expectations for future revenues and operating
results are based on our forecasts for our existing operations and
do not include the potential impact of any future acquisitions,
divestitures or other potential strategic transactions. Readers are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. Neither Univar
nor Nexeo undertake any obligation to update or revise any
forward-looking statements after the date they are made, whether as
a result of new information, future events or otherwise.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find it
In connection with the proposed transaction between Univar and
Nexeo, Univar has filed a registration statement on Form S-4, that
contains a preliminary prospectus and a proxy statement for Univar
and consent solicitation statement for Nexeo (the "prospectus/joint
proxy and consent solicitation statement"). These materials are not
yet final and will be amended. INVESTORS AND SECURITY HOLDERS OF
UNIVAR AND NEXEO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE
PROSPECTUS/JOINT PROXY AND CONSENT SOLICITATION STATEMENT, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A definitive prospectus/joint proxy and consent solicitation
statement will be sent to the shareholders of Univar and Nexeo
after the registration statement becomes effective. Investors and
security holders will be able to obtain copies of the
prospectus/joint proxy and consent solicitation statement as well
as other filings containing information about Univar and Nexeo,
without charge, at the SEC's website, http://www.sec.gov. Copies of
the documents filed with the SEC by Univar will be available free
of charge within the investor relations section of Univar's website
at www.univar.com. Copies of the documents filed with the SEC by
Nexeo will be available free of charge within the investor
relations section of Nexeo's website at www.nexeosolutions.com.
Participants in the Solicitation
Univar, Nexeo and each of their directors, executive officers
and certain other employees may be deemed to be participants in the
solicitation of proxies from Univar's shareholders and consents
from Nexeo's shareholders in respect of the proposed transaction
between Univar and Nexeo. Information regarding Univar's directors
and executive officers is contained in Univar's proxy statement for
its 2018 annual meeting, which was filed with the SEC on
March 20, 2018. Information regarding
Nexeo's directors and executive officers is contained in Nexeo's
proxy statement for its 2018 annual meeting, which was filed with
the SEC on December 14, 2017.
Investors and security holders may obtain additional information
regarding the interests of such participants by reading the
definitive prospectus/joint proxy and consent solicitation
statement when it becomes available, which may be obtained as
described in the paragraphs above.
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SOURCE Univar Inc.