ST. LOUIS, June 16, 2021 /PRNewswire/ -- Perimeter
Solutions ("Perimeter Solutions" or the "Company"), a leading
global manufacturer of high-quality firefighting products and
lubricant additives, today announced an agreement in which EverArc
Holdings Ltd. ("EverArc") (LSE: EVRA), a publicly-listed
acquisition company with fully committed capital, will acquire
Perimeter Solutions from SK Invictus Holdings S.à.r.l., an
affiliate of funds advised by SK Capital Partners, LP ("SK
Capital") in a transaction valued at approximately $2 billion.
Upon closing of the Transaction, it is intended that W.
Nicholas Howley and William N. Thorndike, Jr., Founders and
Co-Chairmen of EverArc, will serve as Co-Chairmen of the combined
business. The Company's current management team, led by CEO
Edward Goldberg, will continue to
lead Perimeter Solutions.
"This transaction is a great opportunity for Perimeter Solutions
to partner with an experienced team with an extensive operating and
investing track record," said Perimeter Solutions CEO Edward Goldberg. "EverArc's fully committed
capital provides Perimeter Solutions access to resources to further
enhance our integrated product and service offering and, most
importantly, provide crucial protection to communities around the
world and peace of mind to our customers as they increasingly rely
on our services. We thank SK Capital for our successful and
collaborative partnership and are excited to join forces with a
unique partner like EverArc."
"Perimeter Solutions' comprehensive, safe and effective wildfire
prevention and suppression technology is more critical than ever as
the severity of wildfires unfortunately shows a steady increase
around the world," said EverArc Holdings Founder Haitham Khouri. "The Company's unwavering focus
on consistent innovation, exceptional service and strong and
durable relationships with key customers have all contributed to
its unmatched success. As a public company, Perimeter Solutions
will have even greater, long-term access to additional debt and
equity capital. We look forward to partnering with Eddie and the
rest of Perimeter's talented team in the Company's next phase of
growth."
"EverArc's goal is to give our shareholders private equity-like
returns with the liquidity and long-term focus of a public market,"
said W. Nicholas Howley and
William N. Thorndike, Jr., Founders
and Co-Chairmen of EverArc. "To do so, we target specific economic
criteria, including: recurring revenue streams; long-term secular
growth tailwinds; high-value yet low-cost products and services;
high returns on tangible capital; and accretive growth through
acquisitions. We believe that Perimeter Solutions is an excellent
fit with our target criteria and look forward to supporting the
Company's growth objectives."
"We have been delighted to partner with the management and
employees of Perimeter Solutions over these past three years. Since
our acquisition, we have successfully transitioned what was
previously a non-core segment within a public company into a
thriving standalone organization, with an uncompromising commitment
to the highest quality, safety, and reliability standards. The
Company has grown significantly during our ownership, driven by
investments in innovation and commercial excellence, as well as
five highly strategic add-on acquisitions," said Aaron Davenport, a Managing Director of SK
Capital. "We believe Eddie and the Perimeter Solutions management
team are well-positioned to carry this momentum forward and we wish
them all the best under EverArc's ownership."
Transaction financing is fully committed and, consistent with
EverArc's structure, is not subject to shareholder approval. The
transaction is expected to close in Q4 2021, subject to customary
closing conditions. EverArc will now begin the process to
transition its public listing from London to New
York, where the combined entity is expected to begin trading
in Q4 2021.
The Valence Group of Piper
Sandler and Morgan Stanley acted as financial advisors to
EverArc and Greenberg Traurig LLP acted as English and US legal
advisor and Maples and Calder acted as BVI and Luxembourg legal advisor to EverArc in
relation to the Transaction. Kirkland & Ellis LLP acted as
legal advisor to SK Capital Partners. Morgan Stanley and UBS acted
as placement agents in relation to the Private Placement.
About EverArc Holdings Limited
EverArc Holdings Limited (LSE: EVRA / EVWA) is a publicly-listed
acquisition company that was formed in November 2019 to undertake an acquisition of a
target company or business.
About Perimeter Solutions
Perimeter is a leading global manufacturer of high-quality
firefighting products and lubricant additives. The Fire Safety
business includes formulation and manufacturing of fire management
products along with services and pre-treatment solutions for
managing wildland, military, industrial and municipal fires. The
Oil Additives business produces high quality phosphorous
pentasulfide ("P2S5") utilized in the preparation of zinc
dialkyldithiophosphate ("ZDDP") based lubricant additives,
providing critical anti-wear solutions for end customers. Across
both businesses, Perimeter Solutions provides world class
technology, proprietary formulations, leading innovation, high
levels of service and supply chain expertise.
About SK Capital
SK Capital is a private investment firm with a disciplined focus
on the specialty materials, chemicals and pharmaceuticals sectors.
The firm seeks to build strong and growing businesses that create
substantial long-term value. SK Capital aims to utilize its
industry, operating and investment experience to identify
opportunities to transform businesses into higher performing
organizations with improved strategic positioning, growth and
profitability as well as lower operating risk. SK Capital's
portfolio of businesses generates revenues of approximately
$11 billion annually, employs more
than 16,000 people globally and operates 150 plants in 28
countries.
Forward Looking Statements and Disclaimers
This press release does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
The release, publication or distribution of this press release
in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this press release are forward-looking
statements which are based on EverArc's expectations, intentions
and projections regarding the Company's future performance,
anticipated events or trends and other matters that are not
historical facts, including: (i) expectations regarding the
anticipated closing date of the Transaction; (ii) intentions
regarding changing its jurisdiction of incorporation, filing a
registration statement with the SEC and relisting on a U.S.-based
exchange; (iii) expectations regarding the future operating and
financial performance of the Company; (iv) expectations regarding
the Company's growth prospects and the EverArc team's role in its
growth and expansion plans; (v) intentions to capitalize on
strategic opportunities to expand; (vi) expectations regarding the
post-closing composition of the Board of Directors and management
team of the Company; (vii) expectations regarding funding of the
Transaction; and (viii) intentions to raise additional proceeds
from an equity issuance prior to closing and expected use of such
proceeds. These statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements,
including: (i) economic and market conditions, competition,
operating difficulties and other risks that may affect the
Company's and/or EverArc's future performance; (ii) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the definitive agreement entered into among the
parties thereto in connection with the Transaction; (iii) the risk
that securities markets will react negatively to the Transaction or
other actions by EverArc, the Company and/or the combined company
after completion of the Transaction; (iv) the risk that the
Transaction disrupts current plans and operations as a result of
the announcement and consummation of the Transaction described
herein; (v) the ability to recognize the anticipated benefits of
the Transaction and of the Company to take advantage of strategic
opportunities; (vi) costs related to the Transaction; (vii) the
limited liquidity and trading of EverArc's securities; (viii) the
ability of EverArc to successfully effect a listing of Perimeter
Solutions S.A.'s securities on a U.S.-based exchange in the
anticipated timeframes; (ix) the Company's ability to drive growth
and to sustain such growth; (x) EverArc's ability to raise
additional proceeds on acceptable terms; (xi) changes in applicable
laws or regulations (or the interpretation thereof); (xii) the
possibility that EverArc and/or the Company may be adversely
affected by other economic, business, and/or competitive factors;
and (xiii) other risks and uncertainties.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements may, and often do, differ
materially from actual results. Forward-looking statements speak
only as of the date of such statements and, except as required by
applicable law or regulation, neither EverArc nor the Company
undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. Nothing in this announcement
constitutes or should be construed as constituting a profit
forecast.
Media Contacts
Perimeter Solutions
Resource Advantage
Barbara A. Mecchi-Knoll
bmecchi@resourceadvantage.com
EverArc Holdings
contact@everarcholdings.com
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SOURCE Perimeter Solutions
