CD&R to Acquire 42.5% Share in Univar

Univar operates a network of 179 distribution facilities and distributes more than 11,000 products and 110,000 SKUs to over 80,000 customers in more than 100 countries.

Sep 3 2010 --- Clayton, Dubilier & Rice, LLC and CVC Capital Partners have announced a definitive agreement for CD&R to acquire a 42.5% ownership interest in Univar, a leading global distributor of commodity and specialty chemicals to a broad array of end markets. The transaction values the company at approximately $4.2 billion. Funds advised by CVC will retain a 42.5% stake in the business. The remaining equity will be held by Univar management and other existing investors.

With revenues of $7.2 billion, Univar is a market-leading distribution platform serving highly fragmented and diverse markets and customers. The company operates a network of 179 distribution facilities and distributes more than 11,000 products and 110,000 SKUs to over 80,000 customers in more than 100 countries. Univar has the #1 market position in the U.S. and Canada and the #2 position in Europe.

“Univar’s business profile fits our investment focus perfectly, and we look forward to working with CVC and the Univar management team to continue to build the business,” said David H. Wasserman, a CD&R partner. “The company is a clear market leader in an industry with favorable secular trends, broad spread of risk, significant operational improvement runway and attractive geographic expansion opportunities.”

“Over the last several months, there has been significant interest in Univar and its growth prospects from private equity investors,” said Chris Stadler, managing partner, CVC Capital Partners. “We focused on those investors which would bring significant industry experience and alignment with CVC in the partnership approach with management.”

Gijs Vuursteen, CVC managing director, commented: “Our new partners at CD&R have a deep understanding of the sector and are very well placed to help us in our continued efforts to support the growth of the company and the management team’s strategic and operational initiatives. We continue to be enthusiastic about Univar’s business and future growth and believe that this is the right partnership to advance the company.”

Concurrent with this announcement, Univar has postponed its initial public offering of shares of its common stock and intends to withdraw the registration statement, filed in June 2010, with the U.S. Securities and Exchange Commission for its proposed IPO.

CD&R partner, George K. Jaquette added: “We have been very impressed with John Zillmer and his team, and look forward to working with them to build long-term value in the years ahead.”

John Zillmer will remain Univar’s President and Chief Executive Officer. CD&R operating partner, William S. Stavropoulos, former chairman and chief executive officer of The Dow Chemical Company, will become the non-executive Chairman of Univar.

In recent years, Univar has benefitted from the growing shift to third-party distribution in the chemical industry. The trend is driven by a combination of factors including globalization, chemical producers continuing to streamline operations through outsourcing, and the ability of scale distributors, like Univar, to offer customers value-added services and a cost-effective channel to market.

“CD&R is widely respected as a business builder with a deep understanding of our industry and distribution business models,” said Mr. Zillmer. “We welcome CD&R’s involvement and CVC’s continued commitment to our growth, success and long-term value creation.”

The transaction is expected to close in the fourth quarter of 2010.

Sullivan & Cromwell LLP and Kirkland & Ellis LLP were legal advisors for CVC and Debevoise & Plimpton LLP advised CD&R.