Sealed Air to Acquire Diversey for $4.3 Billion

Sealed Air Corporation and Diversey Holdings, Inc. announce that they have entered into a definitive agreement under which Sealed Air will acquire Diversey, a leading solutions provider to the global cleaning and sanitization market, in a transaction valued at $4.3 billion. The transaction is expected to be completed in 2011 and is expected to be accretive to earnings in the first full year following completion.

Under the terms of the agreement, Diversey shareholders will receive $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock valued at $25.68 per share based on Sealed Airs closing stock price on May 31, 2011 for a total equity consideration of $2.9 billion. Diversey is a privately-owned company, controlled by members of the Johnson family and Clayton, Dubilier & Rice, LLC. Upon closing of the transaction, Diversey shareholders are expected to own approximately 15 percent of Sealed Air common stock.

Diversey provides cleaning, sanitization and hygiene solutions to industrial and retail customers in the food and beverage, food service, healthcare, and lodging sectors, as well as to building service contractors worldwide. In 2010, Diversey generated net sales of $3.1 billion and Adjusted EBITDA1 of $453 million. Diversey employs more than 10,000 people worldwide and operates in more than 60 countries. Sealed Air is a leading provider of food and industrial system solutions that help ensure that food retains its freshness, products arrive undamaged, and transit efficiencies are maximized to reduce energy and waste. Sealed Air is focused on pioneering a differentiated, proprietary range of offerings in material science, automation technology and service-based solutions in order to provide comprehensive solutions to its customers. Sealed Air operates in 52 countries, employs more than 16,000 people and generated net sales of $4.5 billion in 2010.

William V. Hickey will continue as president and CEO of Sealed Air. At the close of the transaction, Edward F. Lonergan, president and CEO of Diversey, and his team will join Sealed Air, and Lonergan will continue to lead the Diversey business.

Sealed Air plans to maintain Diverseys Americas business unit and R&D functions in Racine, Wis. and to continue Diverseys support and involvement in the Racine community.

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