DOWNERS GROVE, Ill. and
THE WOODLANDS, Texas, Jan. 29, 2019 /PRNewswire/ -- Univar Inc.
(NYSE: UNVR) ("Univar") and Nexeo Solutions, Inc. (NASDAQ: NXEO)
("Nexeo Solutions") announced today that Univar has established a
special meeting date of February 27,
2019 to consider and vote on the proposals necessary to
complete the previously announced Agreement and Plan of Merger,
dated September 17, 2018 (the "Merger
Agreement"), pursuant to which Univar has agreed to acquire Nexeo
Solutions.
![Univar to Acquire Nexeo, Accelerating Transformation and Growth (PRNewsfoto/Nexeo Solutions, Inc.,Univar In) Univar to Acquire Nexeo, Accelerating Transformation and Growth (PRNewsfoto/Nexeo Solutions, Inc.,Univar In)](https://mma.prnewswire.com/media/745428/Univar_Nexeo_Logo.jpg)
Univar shareholders of record as of the close of business on
January 22, 2019 will be entitled to
vote at the special meeting on February
27, 2019. The transaction remains subject to other
customary closing conditions, including approval by other national
regulatory authorities, in addition to approval by Univar
shareholders at the special meeting. Nexeo Solutions' key
stockholders, funds affiliated with TPG Global, LLC and First
Pacific Advisors, LLC, have provided their consent for the proposed
transaction. Subject to the satisfaction of the remaining
closing conditions, the transaction is 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"). 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. In connection with the proposed transaction, a
definitive prospectus/joint proxy and consent solicitation
statement will be sent to the shareholders of Univar and Nexeo.
Investors and security holders may 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 are 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
are 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.