$2 Billion Merger of Univar and Nexeo Solutions

September 18, 2018

Cleary Gottlieb is representing Goldman Sachs, as financial advisor to Univar Inc., in its acquisition of Nexeo Solutions Inc. in a cash and stock transaction valued at approximately $2 billion.

The merger agreement provides for each share of Nexeo stock issued and outstanding to be converted into 0.305 shares of Univar common stock and $3.29 in cash, subject to adjustment at closing, representing a purchase price of $11.65 per share of Nexeo common stock, based on Univar's closing price on September 14, 2018, of $27.40. The cash consideration is subject to a potential reduction of up to $0.41 per share, based on Univar's stock trading price prior to the completion of the acquisition.

Univar is a global chemical and ingredient distributor and provider of value-added services. Nexeo Solutions is a leading global distributor of chemicals and plastics.

The deal is anticipated to close in the first half of 2019, subject to the approval of both Univar and Nexeo shareholders, as well as receipt of regulatory approvals and satisfaction of other customary conditions. Please see the full press release here.