Sealed Air to pursue spin-off of Diversey Care, 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, while the remaining Sealed Air business 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 and is intended to qualify as a tax-free distribution to Sealed Air shareholders for U.S. federal income tax purposes. New Sealed Air will continue to be a 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 twelve months ended June 30, 2016, New Sealed Air, excluding New Diversey, generated $4.2B in sales and had Adjusted EBITDA of $826M. 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 twelve months ended June 30, 2016, New Diversey generated $2.6B in sales and had Adjusted EBITDA of $305M. 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. The Board has made no final decision regarding a spin-off of New Diversey, and there can be no assurance that the Board's plan will result in the commencement or consummation of any such spin-off.