UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

UNIVAR SOLUTIONS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, APRIL 13, 2023

 

Univar Solutions Inc.

3075 Highland Parkway, Suite 200

Downers Grove, Illinois 60515

(331) 777-6000

[                ], 2023

Dear Univar Solutions Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Univar Solutions Inc., a Delaware corporation (which we refer to as “Univar Solutions,” the “Company,” “we,” “us,” and “our”), to be held virtually via live webcast on [                ], 2023, beginning at [                ] Central Time (unless the Special Meeting is adjourned or postponed). Univar Solutions stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.proxydocs.com/unvr, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you must register at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” will mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Univar Solutions, Windsor Parent, L.P., a Delaware limited partnership (which we refer to as “Parent”), and Windsor Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Univar Solutions’ named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. and Platinum Falcon B 2018 RSC Limited, an indirect wholly owned subsidiary of the Abu Dhabi Investment Authority, will also be a minority investor. Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Univar Solutions (which we refer to as the “Merger”), with Univar Solutions continuing as the surviving corporation in the Merger and as an indirect wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.01 per share, of Univar Solutions (which we refer to as “Univar Solutions common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $36.15 in cash (which we refer to as the “Merger Consideration”), without interest and subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, for each share of Univar Solutions common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Univar Solutions (which we refer to as the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined

that it is in the best interests of Univar Solutions and its stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Univar Solutions stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Univar Solutions stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Univar Solutions common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3427

Banks and brokers may call collect: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

 

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [                ], 2023, and, together with the enclosed form of proxy card, is first being mailed to Univar Solutions stockholders on or about [                ], 2023.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED APRIL 13, 2023

 

Univar Solutions Inc.

3075 Highland Parkway, Suite 200

Downers Grove, Illinois 60515

(331) 777-6000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [                ], 2023

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Univar Solutions Inc., a Delaware corporation (which we refer to as “Univar Solutions,” the “Company,” “we,” “us,” and “our”), will be held virtually via live webcast on [                ], 2023, beginning at [                ] Central Time (unless the Special Meeting is adjourned or postponed). Univar Solutions stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.proxydocs.com/unvr, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you must register at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” will mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

 

1.

To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Univar Solutions, Windsor Parent, L.P., a Delaware limited partnership (which we refer to as “Parent”), and Windsor Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (such corporation, which we refer to as “Merger Sub,” and such proposal, which we refer to as the “Merger Agreement Proposal”). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Univar Solutions (which we refer to as the “Merger”), with Univar Solutions continuing as the surviving corporation in the Merger and as an indirect wholly owned subsidiary of Parent;

 

2.

To consider and vote on the proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Univar Solutions’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”); and

 

3.

To consider and vote on any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”).

Only Univar Solutions stockholders of record as of the close of business on [                ], 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting

and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

 

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Univar Solutions common stock, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3427

Banks and brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

 

SUMMARY			1
Parties Involved in the Merger			1
The Merger			2
Merger Consideration			2
Material U.S. Federal Income Tax Consequences of the Merger			4
Appraisal Rights			4
Regulatory Approvals Required for the Merger			5
Conditions to the Closing of the Merger			6
Financing of the Merger			8
Required Stockholder Approval			9
The Special Meeting			9
Recommendation of the Univar Solutions Board of Directors			10
Opinion of Goldman Sachs & Co. LLC			10
Opinion of Deutsche Bank Securities Inc.			10
Interests of Univar Solutions’ Executive Officers and Directors in the Merger			11
No Solicitation			11
Termination of the Merger Agreement			13
Effect on Univar Solutions If the Merger Is Not Completed			13
QUESTIONS AND ANSWERS			14
FORWARD-LOOKING STATEMENTS			23
THE SPECIAL MEETING			25
Date, Time and Place			25
Purpose of the Special Meeting			25
Registering for the Special Meeting			25
Record Date; Shares Entitled to Vote; Quorum			25
Vote Required; Abstentions and Broker Non-Votes			26
Stock Ownership and Interests of Certain Persons			27
Voting at the Special Meeting			27
Revocability of Proxies			28
Board of Directors’ Recommendation			28
Solicitation of Proxies			28
Anticipated Date of Completion of the Merger			29
Appraisal Rights			29
Delisting and Deregistration of Univar Solutions Common Stock			30
Other Matters			30
Householding of Special Meeting Materials			30
Questions and Additional Information			30
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			31
Parties Involved in the Merger			31
Certain Effects of the Merger			32
Effect on Univar Solutions If the Merger Is Not Completed			32
Merger Consideration			32
Background of the Merger			33
Recommendation of the Board of Directors and Reasons for the Merger			48
Opinion of Goldman Sachs & Co. LLC			54
Opinion of Deutsche Bank Securities Inc.			61
Certain Financial Projections			70
Interests of Univar Solutions’ Executive Officers and Directors in the Merger			74
Financing of the Merger			78
Limited Guarantee			78

 

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Closing and Effective Time			79
Accounting Treatment			79
Appraisal Rights			79
Material U.S. Federal Income Tax Consequences of the Merger			84
Regulatory Approvals Required for the Merger			87
THE MERGER AGREEMENT			89
Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws			89
Closing and Effective Time			90
Merger Consideration			90
Exchange and Payment Procedures			91
Withholding			92
Representations and Warranties			93
Conduct of Business Pending the Merger			97
No Solicitation			101
The Board of Directors’ Recommendation; Change of Recommendation			103
Employee Matters			105
Debt Financing			106
Cooperation as to Debt Financing			108
Cooperation as to Certain Indebtedness			112
Indemnification and Insurance			113
Special Meeting			115
Transaction Litigation			116
Regulatory Efforts and Related Matters			116
Other Covenants			119
Conditions to the Closing of the Merger			119
Termination of the Merger Agreement			120
Termination Fees			122
Specific Enforcement			124
Limitation on Recourse			125
Expenses			125
Real Property Transfer Taxes			125
Amendments and Waivers			125
Governing Law			126
Equity Commitment Letter			126
Limited Guarantee			127
PROPOSAL 2: THE COMPENSATION PROPOSAL			129
PROPOSAL 3: THE ADJOURNMENT PROPOSAL			130
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			131
FUTURE STOCKHOLDER PROPOSALS			134
WHERE YOU CAN FIND MORE INFORMATION			136
MISCELLANEOUS			138
ANNEX A — AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B — OPINION OF GOLDMAN SACHS			B-1
ANNEX C  — OPINION OF DEUTSCHE BANK SECURITIES INC.			C-1

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.”

 

Q:	Why am I receiving these materials?

 

A:	The Board of Directors is furnishing this proxy statement and form of proxy card to Univar Solutions stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.

 

Q:	When and where is the Special Meeting?

 

A:

The Special Meeting is scheduled to be held on [                ], 2023, at [                ] Central Time (unless the Special Meeting is adjourned or postponed), in a virtual-only format. Over the last three years we have found that the virtual meeting format enables strong stockholder engagement similar to the traditional in-person format. As such, given that a virtual meeting (i) enables stockholders to attend and participate from any location around the world, (ii) provides cost savings to Univar Solutions and our stockholders, and (iii) reduces the environmental impact of the meeting, we have decided to continue with this practice and hold the Special Meeting in a virtual meeting format only.

Univar Solutions stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.proxydocs.com/unvr. In order to attend the Special Meeting, you must register using the control number found on your proxy card, voting instruction form or notice you previously received, at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023. If you are a beneficial owner of shares held in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Upon completing your registration, you will receive further instructions by email, including unique links that will allow you to access the Special Meeting and vote online during the Special Meeting. If you plan to attend the Special Meeting, we encourage you to register for the meeting and access the virtual platform prior to the start time of the meeting to allow time to log in and test your device’s audio system. You may begin to log into the virtual platform beginning at [                ] Central Time on [                ], 2023.

The virtual Special Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong Internet connection if they intend to attend the Special Meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the Special Meeting.

If you encounter any difficulties accessing the Special Meeting, please call the technical support number that will be provided in the email that you receive upon completing your registration for assistance. Technical support will be available beginning approximately 30 minutes prior to the start of the Special Meeting through its conclusion.

Additional information regarding the rules of conduct and other materials for the 2023 Special Meeting will be available during the Special Meeting at www.proxydocs.com/unvr.

 

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Q:	What am I being asked to vote on at the Special Meeting?

 

A:	You are being asked to vote on the following proposals:

 

•

to approve Merger Agreement Proposal to adopt the Merger Agreement;

 

•

to approve, on an advisory (nonbinding) basis, the Compensation Proposal; and

 

•

to approve the Adjournment Proposal.

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

Univar Solutions stockholders as of the Record Date of [                ], 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of shares of Univar Solutions common stock will be entitled to cast one vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date. Virtual attendance at the Special Meeting via the Special Meeting website is not required to vote.

 

Q:	How does the Merger Consideration compare to the market price of Univar Solutions common stock prior to the announcement of the Merger Agreement?

 

A:

The Merger Consideration of $36.15 per share represents a 20.6% premium to Univar Solutions’ closing stock price on November 22, 2022, the last trading date before volumes increased ahead of public confirmation of Brenntag SE’s (which we refer to as “Brenntag”) approach. The Merger Consideration also represents a premium of 33.6% to the volume-weighted average price of Univar Solutions for the 30 trading days ending on November 22, 2022. The closing price of Univar Solutions common stock on the NYSE on April 10, 2023, the most recent practicable date prior to the date of this proxy statement, was $35.16. You are encouraged to obtain current market prices of Univar Solutions common stock in connection with voting your shares of Univar Solutions common stock.

 

Q:	May I attend and vote at the Special Meeting?

 

A:

All Univar Solutions stockholders as of the Record Date may attend and vote at the Special Meeting. To vote your shares at the Special Meeting, you must register for the Special Meeting at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023. For additional information on how to register for the Special Meeting, please see the section of this proxy statement entitled “The Special Meeting—Registering for the Special Meeting.”

If your shares are registered directly in your name with Univar Solutions’ transfer agent, EQ Shareowner Services, you are considered a stockholder of record with respect to those shares. Some stockholders hold shares of Univar Solutions common stock through a bank, broker, or other nominee, and are often said to hold those shares in “street name.” These stockholders are considered “beneficial owners” of those shares. If you hold shares of Univar Solutions common stock as a beneficial owner in “street name” as of the Record Date, (i) you will receive separate instructions from your bank, broker, or other nominee describing how to vote your shares; and (ii) if you want to vote during the virtual meeting, you must obtain a legal proxy from your bank, broker, or other nominee and also register at www.proxydocs.com/unvr. You will need the unique control number which appears on the instructions that accompanied the proxy card you previously received. You may be required to submit a copy of your legal proxy and should follow the instructions provided in the email that you receive upon completing your registration.

Even if you plan to attend the virtual Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”) so that your vote will be counted if you

 

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later decide not to or become unable to virtually attend the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy previously submitted.

 

Q:	What will I receive if the Merger is completed?

 

A:

At the Effective Time, you will be entitled to receive the Merger Consideration of $36.15 in cash, without interest, subject to any required tax withholding, for each share of Univar Solutions common stock that you own (other than Cancelled Shares, Owned Company Shares, Dissenting Shares and shares covered by Univar Solutions Restricted Share Awards (as described in the section of this proxy statement entitled “The Merger Agreement—Merger Consideration”) immediately prior to the Effective Time. For example, if you own 100 shares of Univar Solutions common stock, you will receive $3,615 in cash in exchange for your shares of Univar Solutions common stock (other than any Cancelled Shares, Owned Company Shares, Dissenting Shares and shares covered by Univar Solutions Restricted Share Awards), without interest and less any applicable withholding taxes. Cancelled Shares are shares of Univar Solutions common stock owned by Univar Solutions as treasury stock or otherwise or by Parent or Merger Sub immediately prior to the Effective Time (other than shares held in a fiduciary, representative or other capacity on behalf of third parties). Owned Company Shares are shares owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of Univar Solutions (other than shares held in a fiduciary, representative or other capacity on behalf of third parties). Dissenting Shares are shares of Univar Solutions common stock issued and outstanding immediately prior to the Effective Time and held by stockholders who have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL and, as of the Effective Time, have complied in all respects with Section 262 of the DGCL with respect to such shares and have not waived, effectively withdrawn or lost their rights to appraisal under Delaware law with respect to such shares. Univar Solutions Restricted Share Awards are shares of Univar Solutions common stock granted subject to any time-based vesting, forfeiture or other lapse restrictions that are outstanding as of immediately prior to the Effective Time. At the Effective Time, each outstanding Univar Solutions Restricted Share Award, Univar Solutions PRSU Award, Univar Solutions RSU Award, Univar Solutions DSU Award and Univar Solutions Option will be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable per share exercise price in the case of a Univar Solutions Option, with the number of Univar Solutions common stock to be cashed out for each Univar Solutions PRSU Award equal to: (A) for each such award granted in 2021, the greater of (i) 170% of the target number of shares covered by the award and (ii) the number of shares covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs, (B) for each such award granted in 2022, the greater of (i) 150% of the target number of shares covered by the award and (ii) the number of shares of Univar Solutions common stock covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs and (C) for each such award granted on or following January 1, 2023, the target number of shares covered by such award.

 

Q:	What are the material U.S. federal income tax consequences of the Merger to holders of Univar Solutions common stock?

 

A:

The exchange of Univar Solutions common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of Univar Solutions common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Univar Solutions common stock surrendered pursuant to the Merger by such U.S. Holder.

 

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This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal tax law. Consequently, you should consult your tax advisor to determine the particular tax consequences to you of the Merger.

 

Q:	What vote is required to approve the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal?

 

A:

The affirmative vote of the holders of a majority of the outstanding shares of Univar Solutions common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. Assuming a quorum is present, the affirmative vote of the holders of the shares of Univar Solutions common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal. The affirmative vote of the holders of the shares of Univar Solutions common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Univar Solutions stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for Univar Solutions stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, such abstention will have the same effect as if the Univar Solutions stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares (resulting in a so-called “broker non-votes”) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Univar Solutions does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” and each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Univar Solutions common stock at the Special Meeting without receiving instructions. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

 

Q:	What constitutes a quorum?

 

A:

The presence, in person or by proxy (including solely by means of remote communication) of the holders of record of a majority in voting power of the Univar Solutions common stock entitled to vote at the Special Meeting on the Record Date will constitute a quorum at the Special Meeting. Because there were [                ] shares of Univar Solutions common stock outstanding and entitled to vote as of the Record Date, we will need holders of at least [                ] shares present in person or by proxy (including solely by

 

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means of remote communication) at the Special Meeting to achieve a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

 

Q:	What happens if the Merger is not completed?

 

A:

If the Merger Agreement is not adopted by Univar Solutions stockholders or if the Merger is not completed for any other reason, Univar Solutions stockholders will not receive any payment for their shares of Univar Solutions common stock. Instead, Univar Solutions will remain an independent public company, Univar Solutions common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and Univar Solutions will continue to file periodic and other reports with the SEC.

Under specified circumstances, upon termination of the Merger Agreement, Univar Solutions will be required to pay Parent a termination fee of $204,190,000, or Parent will be required to pay Univar Solutions a termination fee of $291,690,000 or $379,200,000, as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

 

Q:	Why are Univar Solutions stockholders being asked to cast an advisory (nonbinding) vote to approve the Compensation Proposal?

 

A:	The Exchange Act and applicable SEC rules thereunder require Univar Solutions to seek an advisory (nonbinding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

 

Q:	What will happen if Univar Solutions stockholders do not approve the Compensation Proposal at the Special Meeting?

 

A:

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Univar Solutions. Therefore, if the approval of the Merger Agreement Proposal is obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to Univar Solutions’ named executive officers in accordance with the terms and conditions of the applicable agreements.

 

Q:	What do I need to do now?

 

A:

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”), so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee to vote your shares.

 

Q:	Should I surrender my certificates or book-entry shares now?

 

A:

No. After the Merger is completed, the Paying Agent will send each holder of record of an outstanding certificate a letter of transmittal and instructions that explain how to exchange shares of Univar Solutions common stock represented by such holder’s certificates for the Merger Consideration. Also after the Merger is completed, the Paying Agent will send each holder of uncertificated shares represented by book entry the Merger Consideration for each such book-entry share upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request).

 

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Q:	What happens if I sell or otherwise transfer my shares of Univar Solutions common stock after the Record Date but before the Special Meeting?

 

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Univar Solutions common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Univar Solutions in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Univar Solutions common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”).

 

Q:	What is the difference between holding shares as a Univar Solutions stockholder of record and holding shares in “street name” as a beneficial owner?

 

A:	If your shares are registered directly in your name with Univar Solutions’ transfer agent, EQ Shareowner Services, you are considered a stockholder of record with respect to these shares. In this case, this proxy statement and your proxy card have been sent directly to you by Univar Solutions.

If your shares are held through a bank, broker or other nominee, you are often said to hold these shares in “street name” and are considered “beneficial owners” of those shares. In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Univar Solutions stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the virtual Special Meeting.

 

Q:	How may I vote?

 

A:	There are three ways to vote before the meeting if you are a record holder (i.e., you do not hold your shares through a broker, bank or other nominee):

 

•

By Internet: If you have Internet access, the Board of Directors encourages you to vote at www.proxydocs.com/unvr by following the instructions on the proxy card;

 

•

By Telephone: As instructed on the proxy card, by making a toll-free telephone call from the U.S. or Canada to 1 (866) 895-6933; or

 

•

By Mail: If you received your proxy materials by mail, you can vote by completing, signing and returning the enclosed proxy card in the prepaid envelope provided.

You can also vote at the virtual Special Meeting, which will be held on [                ], 2023, at [                ] Central Time at www.proxydocs.com/unvr (unless the Special Meeting is adjourned or postponed).

If you hold shares of Univar Solutions common stock as a beneficial owner in “street name” as of the Record Date, (i) you will receive separate instructions from your bank, broker, or other nominee describing how to vote your shares; and (ii) if you want to vote during the virtual meeting, you must obtain a legal proxy from your bank, broker, or other nominee and also register at www.proxydocs.com/unvr. You will need the unique control number which appears on the instructions that accompanied the proxy card you previously received. You may be required to submit a copy of your legal proxy and should follow the instructions provided in the email that you receive upon completing your registration.

Whether or not you plan to attend the virtual Special Meeting, we urge you to vote in advance by proxy to ensure your vote is counted. We encourage you to submit your proxy over the Internet or by telephone,

 

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both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. You may still attend the Special Meeting and vote thereat if you have already voted by proxy.

Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

 

Q:	What is a proxy?

 

A:

A proxy is a Univar Solutions stockholder’s legal designation of another person to vote shares owned by such Univar Solutions stockholder on their behalf. If you are a Univar Solutions stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

 

Q:	If a Univar Solutions stockholder gives a proxy, how are the shares voted?

 

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

 

Q:	If my broker holds my shares in “street name,” will my broker vote my shares for me?

 

A:

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

 

Q:	May I change my vote after I have mailed my signed and dated proxy card?

 

A:	Yes. You may change your vote at any time before the polls close at the Special Meeting. You may do this by:

 

•

signing another proxy card with a later date and returning it to Univar Solutions prior to the Special Meeting;

 

•

assuming you have registered and are a record holder, attending the Special Meeting and voting in that forum; or

 

•

voting again by telephone or the Internet prior to the start of the Special Meeting.

Your attendance at the Special Meeting will not have the effect of revoking a proxy unless you notify the Secretary of Univar Solutions in writing at 3075 Highland Parkway, Suite 200, Downers Grove, Illinois 60515 before the polls close that you wish to revoke a previous proxy.

If your shares are held in the name of a broker, bank or other nominee, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote or, if you have obtained a legal proxy, by attending the Special Meeting and voting in person virtually.

 

-20-

If you have any questions about how to vote or change your vote, you should contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3427

Banks and brokers may call collect: (212) 750-5833

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

This means you own shares of Univar Solutions common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a Univar Solutions stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

 

Q:	How many copies of this proxy statement and related voting materials should I receive if I share an address with another Univar Solutions stockholder?

 

A:

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Univar Solutions and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Univar Solutions that they or Univar Solutions will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or Univar Solutions if you hold registered shares. You can notify Univar Solutions by sending a request to Univar Solutions Inc., c/o Investor Relations, 3075 Highland Parkway, Suite 200, Downers Grove, Illinois, 60515 or by calling 1-844-632-1060, and Univar Solutions will promptly deliver to you a separate copy of the proxy statement.

 

Q:	Where can I find the voting results of the Special Meeting?

 

A:

The preliminary voting results for the Special Meeting are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Univar Solutions will file the final voting results of the Special Meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

Univar Solutions has engaged Innisfree M&A Incorporated, which we refer to as “Innisfree,” to assist in the solicitation of proxies for the Special Meeting. Univar Solutions estimates that it will pay Innisfree a fee of approximately $35,000 plus an additional fee per call made or received, plus reimbursement for certain out-of-pocket fees and expenses. Univar Solutions has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

 

-21-

Univar Solutions can use directors, officers and regular employees of Univar Solutions to ask for proxies. These employees do not receive additional compensation for these services. Univar Solutions may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Univar Solutions’ common stock.

 

Q:	When do you expect the Merger to be completed?

 

A:

We currently expect to complete the Merger in the second half of 2023. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

 

Q:	How can I obtain additional information about Univar Solutions?

 

A:

Univar Solutions will provide copies of this proxy statement, documents incorporated by reference and its 2023 Annual Report to Stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (which we refer to as “Annual Report”), without charge to any Univar Solutions stockholder who makes a request in writing to our Secretary at Univar Solutions Inc., c/o Investor Relations, 3075 Highland Parkway, Suite 200, Downers Grove, Illinois, 60515. In order for you to receive timely delivery of documents in advance of the Special Meeting, you must make such request by no later than [                ], 2023. Univar Solutions’ Annual Report and other SEC filings may also be accessed at https://sec.gov or on the Investor Relations page of Univar Solutions’ company website at https://investors.univarsolutions.com. Univar Solutions’ website address is provided as an inactive textual reference only. The information contained in, or that can be accessed through, our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

 

Q:	Who can help answer my questions?

 

A:	If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Univar Solutions common stock, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3427

Banks and brokers may call collect: (212) 750-5833

 

-22-

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. All forward-looking statements made in this communication are qualified by this cautionary language.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. Potential factors that could affect such forward-looking statements include, among others:

 

•

general economic conditions, particularly fluctuations in industrial production and consumption and the timing and extent of economic downturns;

 

•

significant changes in the business strategies of producers or in the operations of customers;

 

•

increased competitive pressures, including as a result of competitor consolidation;

 

•

potential supply chain disruptions;

 

•

significant changes in the pricing, demand and availability of chemicals;

 

•

potential cybersecurity incidents, including security breaches;

 

•

Univar Solutions’ indebtedness, the restrictions imposed by, and costs associated with, its debt instruments, and its ability to obtain additional financing;

 

•

the broad spectrum of laws and regulations that Univar Solutions is subject to, including extensive environmental, health and safety laws and regulations and changes in tax laws;

 

•

an inability to generate sufficient working capital;

 

•

transportation related challenges, including increases in transportation and fuel costs, changes in Univar Solutions’ relationship with third party transportation providers, and ability to attract and retain qualified drivers;

 

•

accidents, safety failures, environmental damage, product quality issues, delivery failures or hazards and risks related to its operations and the hazardous materials it handles;

 

•

potential inability to obtain adequate insurance coverage;

 

•

ongoing litigation, potential product liability claims and recalls, and other environmental, legal and regulatory risks;

 

•

challenges associated with international operations;

 

•

exposure to interest rate and currency fluctuations;

 

•

an inability to integrate the business and systems of companies it acquires, including failure to realize the anticipated benefits of such acquisitions;

 

•

possible impairment of goodwill and intangible assets;

 

•

its ability to attract or retain a qualified and diverse workforce;

 

•

negative developments affecting its pension plans and multi-employer pensions;

 

•

labor disruptions associated with the unionized portion of its workforce;

 

•

its ability to execute on its initiatives and goals related to environmental, social, and governance (which we refer to as “ESG”) matters and the increasing legal and regulatory focus on ESG;

 

-23-

•

the impacts resulting from the conflict in Ukraine or related geopolitical tensions;

 

•

that a condition to the Closing of the Merger may not be satisfied;

 

•

the occurrence of any event that can give rise to termination of the Merger;

 

•

the failure to obtain the Univar Solutions Stockholder Approval;

 

•

the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other Closing conditions to the completion of the Merger within the expected timeframes or at all;

 

•

management’s time and attention being diverted to issues related to the Merger;

 

•

Univar Solutions’ ability to meet expectations regarding the timing and completion of the Merger;

 

•

disruption from the Merger making it more difficult to maintain business, contractual and operational relationships;

 

•

the institution of legal proceedings against Univar Solutions, Parent, Merger Sub and certain of their affiliates related to the Merger;

 

•

Univar Solutions becoming unable to retain or hire key personnel due to the Merger;

 

•

the announcement of the Merger having a negative effect on the market price of Univar Solutions common stock or operating results;

 

•

the ability of Univar Solutions to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, conflict, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic;

 

•

the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related Univar Solutions or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies;

 

•

actions by third parties, including government agencies;

 

•

certain restrictions during the pendency of the Merger that may impact Univar Solutions’ ability to pursue certain business opportunities or strategic transactions;

 

•

Univar Solutions’ ability to meet expectations regarding the accounting treatment of the proposed transaction; and

 

•

the other factors described in Univar Solutions’ filings with the SEC.

For additional information concerning factors that could cause actual results and events to differ materially from those projected or discussed herein, please refer to Univar Solutions’ most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and to other documents filed by the Company with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. In addition, Univar Solutions discusses certain of these risks in greater detail, as well as other risks associated with the Merger, elsewhere in this proxy statement. We caution you that the forward-looking information presented in this communication is not a guarantee of future events or results, and that actual events or results may differ materially from those made in or suggested by the forward-looking information contained in this communication.

 

-24-

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will held virtually via live webcast on [                ], 2023, beginning at [                ] Central Time (unless the Special Meeting is adjourned or postponed). Univar Solutions stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.proxydocs.com/unvr. To attend the Special Meeting, you must register at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023.

Purpose of the Special Meeting

At the Special Meeting, we will ask Univar Solutions stockholders to vote on proposals to: (a) approve the Merger Agreement Proposal to adopt the Merger Agreement; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

Registering for the Special Meeting

In order to attend the Special Meeting, you must register using the control number found on your proxy card you previously received, at www.proxydocs.com/unvr by [                ] Central Time on [                ], 2023. If you are a beneficial owner of shares held in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Upon completing your registration, you will receive further instructions by email, including unique links that will allow you to access the Special Meeting and vote online during the Special Meeting. If you plan to attend the Special Meeting, we encourage you to register for the meeting and access the virtual platform prior to the start time of the meeting to allow time to log in and test your device’s audio system. You may begin to log into the virtual platform beginning at [                ] Central Time on [                ], 2023.

The virtual Special Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong Internet connection if they intend to attend the Special Meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the Special Meeting.

If you encounter any difficulties accessing the Special Meeting, please call the technical support number that will be provided in the email that you receive upon completing your registration for assistance. Technical support will be available beginning approximately 30 minutes prior to the start of the Special Meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the 2023 Special Meeting will be available during the Special Meeting at www.proxydocs.com/unvr.

Record Date; Shares Entitled to Vote; Quorum

Only Univar Solutions stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Information on how to obtain access to the list of stockholders of record entitled to vote at the Special Meeting during the 10 days before the Special Meeting is available by contacting Univar Solutions’ Secretary at 3075 Highland Parkway, Suite 200, Downers Grove, Illinois 60515. As of the Record Date, there were [                ] shares of Univar Solutions common stock outstanding and entitled to vote at the Special Meeting.

 

-25-

The presence, in person or by proxy (including solely by means of remote communication) of the holders of record of a majority in voting power of the Univar Solutions common stock entitled to vote at the Special Meeting on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

Each Univar Solutions stockholder shall be entitled to one vote for each share of Univar Solutions common stock owned at the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of Univar Solutions common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, [                ] votes constitute a majority of the outstanding shares of Univar Solutions common stock. Adoption of the Merger Agreement by Univar Solutions stockholders is a condition to the consummation of the Merger.

Assuming a quorum is present, the affirmative vote of the holders of the shares of Univar Solutions common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of Univar Solutions common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Univar Solutions stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “ — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for Univar Solutions stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, such abstention will have the same effect as if the Univar Solutions stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal, because broker non-votes will not be counted as shares present and entitled to vote with respect to proposals on which the broker has not voted. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Univar Solutions does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” and each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Univar Solutions common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

 

-26-

Stock Ownership and Interests of Certain Persons

Shares Held by Univar Solutions’ Directors and Executive Officers

As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, [                ] shares of Univar Solutions common stock, representing approximately [                ]% of the shares of Univar Solutions common stock outstanding on the Record Date.

We currently expect that our executive officers and directors will vote all of their respective shares of Univar Solutions common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Voting at the Special Meeting

There are three ways to vote before the meeting if you are a record holder (i.e., you do not hold your shares through a broker, bank or other nominee):

 

•

By Internet: If you have Internet access, the Board of Directors encourages you to vote at www.proxydocs.com/unvr by following the instructions on the proxy card;

 

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By Telephone: As instructed on the proxy card, by making a toll-free telephone call from the U.S. or Canada to 1 (866) 895-6933; or

 

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By Mail: If you received your proxy materials by mail, you can vote by completing, signing and returning the enclosed proxy card in the prepaid envelope provided.

You can also vote at the virtual Special Meeting, which will be held on [                ], 2023, at [                    ] Central Time at www.proxydocs.com/unvr (unless the Special Meeting is adjourned or postponed).

Although Univar Solutions offers multiple voting methods, Univar Solutions encourages you to vote over the Internet or by phone as Univar Solutions believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

All shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Univar Solutions stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal, your shares of Univar Solutions common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares are registered directly in your name with Univar Solutions’ transfer agent, EQ Shareowner Services, you are considered a stockholder of record with respect to those shares. Some stockholders hold shares of Univar Solutions common stock through a bank, broker, or other nominee, and are often said to hold those shares in “street name.” These stockholders are considered “beneficial owners” of those shares. If you hold shares of Univar Solutions common stock as a beneficial owner in “street name” as of the Record Date, (i) you will receive separate instructions from your bank, broker, or other nominee describing how to vote your shares; and (ii) if you want to vote during the virtual meeting, you must obtain a legal proxy from your bank, broker, or other nominee and also register at www.proxydocs.com/unvr. You will need the unique control number which appears on the instructions that accompanied the proxy card you previously received. You may be required to

 

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submit a copy of your legal proxy and should follow the instructions provided in the email that you receive upon completing your registration. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Revocability of Proxies

Any proxy given by a Univar Solutions stockholder may be revoked before the Special Meeting by doing any of the following:

 

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signing another proxy card with a later date and returning it to Univar Solutions prior to the Special Meeting;

 

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assuming you have registered and are a record holder, attending the Special Meeting and voting in that forum; or

 

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voting again by telephone or the Internet prior to the start of the Special Meeting.

Your attendance at the Special Meeting will not have the effect of revoking a proxy unless you notify the Secretary of Univar Solutions in writing at 3075 Highland Parkway, Suite 200, Downers Grove, Illinois 60515 before the polls close that you wish to revoke a previous proxy.

If your shares are held in the name of a broker, bank or other nominee, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote or, if you have obtained a legal proxy, by attending the Special Meeting and voting in person virtually.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Univar Solutions stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors has unanimously: (a) determined that it is in the best interests of Univar Solutions and its stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Univar Solutions stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Univar Solutions stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board of Directors is soliciting your proxy, and Univar Solutions will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $35,000 plus an additional fee per call made or received, and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of

 

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shares of Univar Solutions common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by Univar Solutions or Univar Solutions’ directors, officers and employees.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Univar Solutions stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in the second half of 2023. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

Appraisal Rights

If the Merger is consummated, Univar Solutions stockholders who continuously hold shares of Univar Solutions common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Univar Solutions stockholders who perfect their appraisal rights, do not thereafter withdraw their demand for appraisal, and follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Univar Solutions common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Univar Solutions stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Univar Solutions stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Univar Solutions stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Univar Solutions before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of Univar Solutions common stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Univar Solutions stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262) and is incorporated herein by reference. If you hold your shares of Univar Solutions common stock through a bank, brokerage firm or other nominee and you wish to

 

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exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights.”

Delisting and Deregistration of Univar Solutions Common Stock

If the Merger is completed, the shares of Univar Solutions common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of Univar Solutions common stock will no longer be publicly traded.

Other Matters

Pursuant to the DGCL and Univar Solutions’ bylaws, except as otherwise required by law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Univar Solutions and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Univar Solutions that they or Univar Solutions will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or Univar Solutions if you hold registered shares. You can notify Univar Solutions by sending a request to Univar Solutions Inc., Investor Relations, 3075 Highland Parkway, Suite 200, Downers Grove, Illinois, 60515 or by calling 1-844-632-1060, and Univar Solutions will promptly deliver to you a separate copy of the proxy statement.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Univar Solutions common stock, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3427

Banks and brokers may call collect: (212) 750-5833

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Univar Solutions Inc.

3075 Highland Parkway, Suite 200

Downers Grove, Illinois 60515

Univar Solutions is a leading global distributor of commodity and specialty chemicals and ingredients, as well as a provider of value-added services, to customers across a wide range of diverse industries. We purchase chemicals and ingredients from producers worldwide to warehouse, repackage, blend, dilute, transport and sell those materials safely to nearly 100,000 customer locations across approximately 120 countries. We provide application development and technical advice to customers formulating new products and have a network of solution centers to support customer development activities. We operate an extensive worldwide chemical and ingredient distribution network, including approximately 9,700 employees and approximately 600 facilities, serviced by the following: approximately 4,900 tractors, tankers and trailers; and approximately 2,500 railcars, 120 rail and barge terminals and 20 deep sea terminals, focused on timely and safe delivery to a spectrum of customers, large and small. Our purpose is to help keep our communities healthy, fed, clean and safe.

Chemical and ingredient producers rely on us to safely warehouse, repackage, transport, market and sell their products as a way to expand their market access, enhance their geographic reach and lower their cost to serve and grow their business. Customers who purchase products and services from us benefit from a lower total cost of ownership, as they are able to simplify their sourcing process by outsourcing functions to us, such as “just-in-time delivery,” product availability and selection, packaging, mixing and blending. They also rely on us for safe and secure delivery and the off-loading of chemicals, compliant with increasing local and federal regulations. Additionally, customers and suppliers depend on our deep end market knowledge and technical expertise to provide formulation and recipe development services to help meet the latest market trends and adhere to regulatory requirements across our global network of solution centers.

Univar Solutions’ principal executive offices are located at 3075 Highland Parkway, Suite 200, Downers Grove, Illinois 60515, and its telephone number is (331) 777-6000. Univar Solutions common stock is listed on the NYSE under the symbol “UNVR.”

Windsor Parent, L.P.

c/o Apollo Global Management, Inc.

9 West 57th Street, 41st Floor

New York, NY 10019

Parent is a Delaware limited partnership formed on March 9, 2023 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

Windsor Merger Sub, Inc.

c/o Apollo Global Management, Inc.

9 West 57th Street, 41st Floor

New York, NY 10019

Merger Sub is a Delaware corporation and indirect wholly owned subsidiary of Parent formed on March 9, 2023 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions

 

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thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

Certain Effects of the Merger

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Univar Solutions, the separate corporate existence of Merger Sub will cease and Univar Solutions will continue its corporate existence under the DGCL as the Surviving Corporation. As a result of the Merger, Univar Solutions will become an indirect wholly owned subsidiary of Parent, and Univar Solutions common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, following the Merger it is expected that Univar Solutions common stock will be deregistered under the Exchange Act, and Univar Solutions will no longer file periodic or other reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation. For more information, please see the sections of this proxy statement entitled “—Merger Consideration—Treatment of Univar Solutions Equity Awards” and “—Merger Consideration—Univar Solutions Common Stock.”

Univar Solutions stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262 of the DGCL). For more information, please see the section of this proxy statement entitled “—Appraisal Rights.”

The Effective Time will occur at such time as the certificate of merger meeting the requirements of Section 251 of the DGCL relating to the Merger has been properly executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as may be mutually agreed by the parties and designated in the certificate of merger as the effective time of the certificate of merger in accordance with the DGCL.

Effect on Univar Solutions If the Merger Is Not Completed

If the Merger Agreement is not adopted by Univar Solutions stockholders, or if the Merger is not completed for any other reason:

 

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Univar Solutions stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Univar Solutions common stock pursuant to the Merger Agreement;

 

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(a) Univar Solutions will remain an independent public company; (b) Univar Solutions common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) Univar Solutions will continue to file periodic and other reports with the SEC; and

 

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under specified circumstances, Univar Solutions will be required to pay Parent a termination fee of $204,190,000, or Parent will be required to pay Univar Solutions a termination fee of $291,690,000 or $379,200,000 upon the termination of the Merger Agreement, as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

Merger Consideration

Univar Solutions Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Univar Solutions, Merger Sub or the holders of any securities of Univar Solutions or Merger Sub, each share of Univar Solutions common stock that is outstanding immediately prior to the Effective Time, but excluding Cancelled Shares, Owned Company Shares, Dissenting Shares and shares covered by Univar Solutions Restricted Share Awards (as described in the section of this proxy statement entitled “The Merger Agreement—Merger Consideration”), will be converted automatically into the right to receive the Merger Consideration of $36.15 per share in cash, without interest, subject to any required tax withholding (other than Cancelled Shares, Owned Company Shares,

 

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Dissenting Shares and shares covered by Univar Solutions Restricted Share Awards, as described in the section of this proxy statement entitled “The Merger Agreement—Merger Consideration”).

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Univar Solutions common stock that you own (other than Cancelled Shares, Owned Company Shares, Dissenting Shares and shares covered by Univar Solutions Restricted Share Awards) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Univar Solutions stockholder (except that Univar Solutions stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262 of the DGCL). For more information, please see the section of this proxy statement entitled “ —Appraisal Rights.”

Treatment of Univar Solutions Equity Awards

At the Effective Time, each outstanding Univar Solutions Restricted Share Award, Univar Solutions PRSU Award, Univar Solutions RSU Award, Univar Solutions DSU Award and Univar Solutions Option will be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable per share exercise price in the case of a Univar Solutions Option, with the number of Univar Solutions common stock to be cashed out for each Univar Solutions PRSU Award equal to: (A) for each such award granted in 2021, the greater of (i) 170% of the target number of shares covered by the award and (ii) the number of shares covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs, (B) for each such award granted in 2022, the greater of (i) 150% of the target number of shares covered by the award and (ii) the number of shares covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs and (C) for each such award granted on or following January 1, 2023, the target number of shares covered by such award.

Employee Stock Purchase Plan

On March 13, 2023, the Board of Directors resolved to terminate the Univar Solutions’ Amended and Restated Employee Stock Purchase Plan (the “ESPP”), effective on the fifth business day before the Effective Time, consistent with the terms of the Merger Agreement. As soon as practicable, the Board of Directors (or, if appropriate, any committee administering ESPP), will take any necessary steps to freeze participation in and effect the termination of the ESPP.

Background of the Merger

As part of Univar Solutions’ ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and Univar Solutions’ management periodically review, consider and assess Univar Solutions’ operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a stand-alone, publicly traded company, and have sometimes included outside financial and legal advisors. Such reviews have been accompanied by periodic conversations between senior executives or members of the Board of Directors of Univar Solutions and their counterparts at other companies regarding such potential transactions and opportunities.

On October 29, 2022, a representative of Brenntag, a global chemicals distribution company, contacted Mr. Christopher D. Pappas, the Company’s Chairperson, to schedule time to speak about Brenntag’s views on Univar Solutions and other potential opportunities. Following that outreach, on November 13, 2022, the representative of Brenntag and Mr. Pappas spoke telephonically. During the meeting, the representative from Brenntag inquired if Univar Solutions would consider an offer to acquire the Company. Mr. Pappas responded that he would bring any proposal provided by Brenntag to Univar Solutions’ Board of Directors for consideration, and subsequently advised the Board of Directors of the outreach from Brenntag.

 

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On November 14, 2022, Brenntag provided an initial offer letter to Mr. Pappas containing a nonbinding proposal to acquire 100% of the Company’s issued and outstanding shares of common stock for $37.50 per share of Univar Solutions common stock in cash (which we refer to as the “November 14 Brenntag Proposal”), which proposal represented a 46% premium over the 30-day volume-weighted average share price of $25.70 and a 27% premium over Univar Solutions’ closing share price of $29.50 on November 11, 2022, the last trading date prior to the November 14 Brenntag Proposal. The offer letter stated that its submission had received all internal approvals necessary to submit the nonbinding proposal. The offer letter further noted that the November 14 Brenntag Proposal was subject to confirmatory due diligence and that Brenntag had conducted regulatory analysis and was confident the transaction could obtain required approvals in a timely manner. The November 14 Brenntag Proposal did not include any proposed commitments by Brenntag with respect to regulatory efforts that Brenntag would agree to undertake to consummate a transaction. Mr. Pappas promptly shared the November 14 Brenntag Proposal with the Board of Directors.

On November 16, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, during which members of Univar Solutions’ management, representatives of Univar Solutions’ financial advisors, Goldman Sachs and Deutsche Bank, and representatives of Univar Solutions’ outside legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), participated. At the meeting, Mr. Pappas described Univar Solutions’ contacts with Brenntag, including the November 13, 2022, discussion and November 14 Brenntag Proposal. A representative of Wachtell Lipton provided an overview of the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Univar Solutions. Representatives of Goldman Sachs and Deutsche Bank discussed with the members of the Board of Directors the current market landscape and Univar Solutions’ historical performance based on publicly available information and information provided by Univar Solutions’ management. Representatives of Wachtell Lipton reviewed the potential regulatory approval process that would be required to consummate a transaction with Brenntag, as well as the feasibility and likely timing of such approvals, and the risk to Univar Solutions related to such approvals. The Board of Directors proposed to meet again on November 20, 2022, to discuss further the proposal. Members of Univar Solutions’ management also discussed the Company’s recent performance in the context of Univar Solutions’ strategic plan, and directed that the Univar LRSP, as defined and described in the section of this proxy statement entitled “—Certain Financial Projections”, be used by Goldman Sachs and Deutsche Bank in preparing their financial analysis with respect to Univar Solutions and any potential transaction.

Following the meeting of the Board of Directors on November 16, 2022, the Board of Directors determined to retain Goldman Sachs and Deutsche Bank as financial advisors to Univar Solutions and its Board of Directors in connection with its consideration of the November 14 Brenntag Proposal, including the evaluation of potential alternatives. Goldman Sachs and Deutsche Bank were selected based on their qualifications, expertise and reputation in the chemicals industry and their knowledge of the business and affairs of Univar Solutions. Prior to their engagement, Goldman Sachs and Deutsche Bank provided disclosure regarding their relationships with Univar Solutions and Brenntag.

On November 20, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. Representatives of Goldman Sachs and Deutsche Bank each independently reviewed with the Board of Directors preliminary financial information relating to the November 14 Brenntag Proposal, based on the Univar LRSP. The Board of Directors discussed the potential valuation of Univar Solutions that could be achieved upon the successful execution of Univar Solutions’ business plan and the expected regulatory approvals required for a transaction with Brenntag and the likelihood that a transaction with Brenntag would be completed, and the commitments that might be required from various regulators to obtain such approvals. In light of Brenntag’s significant competitive overlap with Univar Solutions, Univar Solutions’ management and Board of Directors determined that greater clarity with respect to the extent of Brenntag’s commitment to obtain the required regulatory approvals for a transaction should be obtained before providing Brenntag with access to due diligence information with respect to Univar Solutions. Following the discussion, the Board of Directors directed Univar Solutions to respond to the Brenntag’s offer to seek a higher price per share and greater regulatory certainty.

 

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On November 22, 2022, Mr. Pappas and David Jukes, the Chief Executive Officer of Univar Solutions, met virtually with representatives of Brenntag. Mr. Pappas and Mr. Jukes informed the representatives of Brenntag that the November 14 Brenntag Proposal was insufficient, taking into account the views of the Board of Directors as to what Brenntag would reasonably be capable of paying (including a fair allocation of value from potential synergies) and the risk to Univar Solutions, regulatory and otherwise, entailed in a potential transaction with Brenntag, and that Univar Solutions would require a more detailed and substantial regulatory commitment prior to providing due diligence with respect to Univar Solutions and its business, but that Univar Solutions was willing to enter into discussions with Brenntag, subject to the receipt of a revised proposal acceptable to the Board of Directors and execution of a customary confidentiality agreement.

On November 25, 2022, Bloomberg News published an article online indicating that the Company was attracting takeover interest from Brenntag. In response, Brenntag confirmed it was in preliminary discussions with Univar Solutions. Later in the evening of November 25, 2022, Univar Solutions issued a statement confirming receipt of a preliminary indication of interest from Brenntag. On November 23, 2022, the last trading date that closed prior to the publication of the Bloomberg News article, the closing price for shares of Univar Solutions common stock was $31.02.

On November 26, 2022, Brenntag provided an updated offer letter to Univar Solutions containing a nonbinding proposal to acquire 100% of the Company’s issued and outstanding shares of common stock for $40.50 per share of Univar Solutions common stock in cash (which we refer to as the “November 26 Brenntag Proposal”), which proposal represented a 50% premium over the 30-day volume-weighted average share price of $27.04 and a 35% premium over Univar Solutions’ closing share price of $29.97 on November 22, 2022, the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach. The letter noted that the other terms and conditions of the November 14 Brenntag Proposal remained in effect, and that the proposal was conditioned on full and satisfactory access to due diligence and a mutually acceptable approach on regulatory approvals. The November 26 Brenntag Proposal did not include any additional details with respect to the regulatory commitments that Brenntag would be willing to make in connection with any transaction.

On November 27, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, to discuss the November 26 Brenntag Proposal, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. Following a brief review of the fiduciary duties of the Board of Directors, under Delaware law, the representatives of Wachtell Lipton provided an overview of a suggested response that had been developed by Univar Solutions’ financial and legal advisors, noting that it aligned with the prior guidance from the Board of Directors on requirements for access to diligence, including an expectation that Brenntag would further increase its offer following due diligence, and that Brenntag make substantial commitments regarding regulatory efforts, potential termination fees and its obligation to litigate against any regulatory challenges as a pre-condition to gaining access to diligence. Members of the Board of Directors further discussed the proposal and potential responses, including in the context of Univar Solutions’ stand-alone plan, and potential acquirors identified by the Company’s financial advisors, including the attractiveness of the Company to potential financial acquirors. The Board of Directors directed representatives of the Company, Goldman Sachs, Deutsche Bank and Wachtell Lipton to respond to Brenntag’s revised offer and provide limited access to due diligence materials and to coordinate outreach to other potential acquirors.

On November 27, 2022, representatives of Univar Solutions contacted representatives of Brenntag to request a revised offer letter reflecting the requirements specified in the proposed framework approved by the Board of Directors, including regarding the need for the strongest possible commitment with respect to regulatory efforts, a substantial reverse termination fee and Brenntag’s obligation to litigate any regulatory challenges if regulators objected to the potential transaction.

Additionally, between November 27, 2022, and December 3, 2022, Univar Solutions and Brenntag and their representatives negotiated the terms of a confidentiality agreement and related clean team agreement. On

 

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December 3, 2022, Univar Solutions and Brenntag entered into a confidentiality agreement, which included a customary standstill provision. The standstill provision of the confidentiality agreement included a customary fall-away and permits proposals to be communicated confidentially to Univar Solutions’ chief executive officer and Board of Directors. Thereafter, Univar Solutions and its representatives provided limited historical non-public due diligence information to certain clean team representatives of Brenntag to assist in Brenntag’s regulatory analysis, and representatives of Wachtell Lipton engaged in calls with such representatives of Brenntag discussing matters related to that analysis. Throughout the month of December, representatives of Wachtell Lipton provided data and information on Univar Solutions, as well as industry data and information, to representatives of Brenntag’s outside counsel pursuant to the clean team agreement for the purpose of better evaluating the regulatory risk presented by a potential transaction.

Following the November 27, 2022 Board meeting, as directed by the Board of Directors, representatives from Univar Solutions, Goldman Sachs and Deutsche Bank spoke telephonically, in person and virtually with 12 financial sponsors to assess their interest in a potential acquisition of or strategic transaction involving Univar Solutions. In addition, representatives of Univar Solutions, Goldman Sachs and Deutsche Bank responded to four inbound inquiries from additional potential counterparties. Over the next several weeks, in addition to formal meetings of the Board of Directors, Mr. Pappas and members of the Company’s senior management periodically briefed and received input from members of the Board of Directors as to the discussions with representatives of certain of the potential acquirors.

On November 29, 2022, Mr. Pappas had a telephonic discussion with a partner at Apollo to discuss whether Apollo would be interested in exploring a potential acquisition of the Company, who indicated Apollo would be interested in a potential transaction. Also on November 29, 2022, Brenntag sent Univar Solutions a revised letter (which we refer to as the “November 29 Brenntag Letter”) noting that it was not certain it could support any further price increases and that it was committed to working towards determining a regulatory framework that would lead to a successful closing, but that it needed additional diligence before it could provide clarity on its regulatory commitments.

On December 1, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, during which members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. The Board of Directors discussed recent developments, summarized the status of discussions with Brenntag and outreach to financial sponsors that Goldman Sachs and Deutsche Bank had identified and other potentially interested parties. The Board of Directors discussed the November 29 Brenntag Letter and potential responses, including in the context of Univar Solutions’ stand-alone plan and maintaining competitive pressure on Brenntag and other potentially interested parties. After this discussion, the Board of Directors directed management, Goldman Sachs and Deutsche Bank to seek commitments from Brenntag regarding regulatory efforts, potential termination fees, and its obligation to litigate as a pre-condition to gaining additional access to diligence, and continue outreach to and, subject to execution of a confidentiality agreement, provide due diligence to, other potential acquirors.

On December 1, 2022, representatives of Univar Solutions requested that representatives of Brenntag provide a revised offer letter reflecting the proposed regulatory framework and expedited timeline and representatives of Wachtell Lipton and Brenntag’s legal counsel had a telephonic discussion regarding these topics.

Also on December 1, 2022, representatives of Wachtell Lipton sent a draft confidentiality agreement to Apollo. Between December 1, 2022 and December 8, 2022, Univar Solutions and Apollo negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Apollo’s outside legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), participating in such negotiations. On December 8, 2022, Univar Solutions and Apollo entered into a confidentiality agreement containing a customary standstill and standstill fall-away and permitting Apollo to make confidential proposals to Univar Solutions’ chief executive officer and Board of Directors.

 

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Between December 1, 2022, and January 15, 2023, representatives of Univar Solutions, Goldman Sachs and Deutsche Bank shared draft confidentially agreements with 12 financial sponsors, including Apollo and Sponsor A (as defined below), that had indicated interest in a potential transaction with Univar Solutions and negotiated and executed confidentiality agreements with nine. Each of the executed confidentiality agreements contained a customary standstill, customary fall-away and permits proposals to be communicated confidentially to Univar Solutions’ chief executive officer and Board of Directors.

On December 4, 2022, representatives of Wachtell Lipton had a virtual meeting with Brenntag’s legal counsel regarding expected regulatory approvals and Univar Solutions’ position regarding regulatory efforts, potential termination fees and its obligation to litigate and provided Brenntag’s legal counsel and economists with copies of requested regulatory information.

On December 7, 2022, Mr. Pappas had breakfast with a representative of a U.S.-based private equity firm (“Sponsor A”), who expressed interest in a potential transaction with Univar Solutions. Mr. Pappas directed the representatives of Sponsor A to contact Goldman Sachs and Deutsche Bank. Sponsor A had been among the parties identified as a potential acquiror by Univar Solutions’ financial advisors and discussed by the Board of Directors. That evening, representatives of Deutsche Bank sent a draft confidentiality agreement to Sponsor A. Between December 7, 2022 and December 12, 2022, Univar Solutions and Sponsor A negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Sponsor A’s counsel participating in such negotiations. The confidentiality agreement between Univar Solutions and Sponsor A was executed on December 12, 2022, and contained a customary standstill, customary fall-away and permits proposals to be communicated confidentially to Univar Solutions’ chief executive officer and Board of Directors.

On December 9, 2022, Mr. Jukes met in person with the chief executive officer of Brenntag to discuss the potential transaction. At the meeting, Mr. Jukes and the chief executive officer of Brenntag discussed, among other things, Univar Solutions’ business, Brenntag’s views regarding the potential transaction and the progress that had been made on legal workstreams. Mr. Jukes and the chief executive officer of Brenntag agreed to meet again in person on December 20, 2022 if satisfactory progress on regulatory issues and related workstreams had been achieved so as to justify more expansive diligence. Also on December 9, 2022, representatives from Goldman Sachs had discussions with representatives from Apollo regarding the scheduling of a management presentation with members of Univar Solutions’ management.

Between December 13, 2022, and January 20, 2023, Univar Solutions’ management provided initial management presentations to nine financial sponsors that had indicated interest in a potential transaction with Univar Solutions (including Apollo and Sponsor A), all of whom had executed confidentiality agreements with Univar Solutions. Mr. Pappas also communicated with, in person or telephonically, several of the financial sponsors regarding a potential transaction.

On December 16, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. The Board of Directors discussed the outreach and management presentations provided to certain financial sponsors and summarized the status of discussions with Brenntag regarding regulatory matters. Mr. Pappas, Noelle Perkins (the general counsel and Secretary of Univar Solutions), and representatives from Wachtell Lipton provided an overview of a proposed response on expected regulatory commitments and the continued lack of specificity in Brenntag’s proposals regarding regulatory matters. The Board of Directors discussed the proposed response to Brenntag with respect to its expected regulatory commitments, including with respect to divestiture commitments and remedies, a reverse break fee and a litigation commitment and the bidder outreach process and importance of keeping other potential acquirors in the process. Following this discussion, the Board of Directors directed Univar Solutions’ management, Goldman Sachs, Deutsche Bank and Wachtell Lipton to communicate the expected commitments to Brenntag in advance of the scheduled December 20, 2022 meeting and potential meetings in January.

 

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Following the meeting of the Board of Directors, on December 16, 2022, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ expectations around regulatory commitments to Brenntag’s financial advisors.

On December 17, 2022, representatives from Wachtell Lipton and Brenntag’s legal counsel engaged in discussions regarding Brenntag’s regulatory commitments in connection with an acquisition of Univar Solutions, including on the expected quantum of a reverse termination fee.

On December 19, 2022, Nicholas Alexos (Univar Solutions’ chief financial officer) and Mr. Jukes met with representatives of Apollo in New York and discussed the Company’s financial performance.

On December 20, 2022, Mr. Jukes and Mr. Alexos met with Brenntag’s chief executive officer and chief financial officer in person in New York. At the meeting, the parties discussed, among other things, the regulatory commitments that Univar Solutions was seeking and the contemplated meeting to be held in person in London in the first week of January 2023, subject to Univar Solutions receiving satisfactory commitments on regulatory matters from Brenntag.

Also on December 20, 2022, Primestone Capital LLP (which we refer to as “Primestone Capital”) publicly released a letter identifying itself as a holder of 2% of Brenntag’s share capital and, among other things, opposing the potential acquisition of Univar Solutions by Brenntag.

Commencing on December 22, 2022, representatives from Goldman Sachs and Deutsche Bank and Brenntag’s financial advisors prepared agendas, questions and similar documentation for the proposed in-person meeting in January 2023.

On December 23, 2022, Apollo provided an initial offer letter to representatives of Goldman Sachs and Deutsche Bank containing a nonbinding indication of interest to acquire 100% of Univar Solutions for $36.00 to $38.00 per share of Univar Solutions common stock in cash (which we refer to as the “Apollo December Proposal”), which proposal represented a 33-41% premium over the 30-day volume-weighted average share price of $27.04 and a 20-27% premium over Univar Solutions’ closing share price of $29.97 on November 22, 2022, the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach. The Apollo December Proposal noted, among other things, that Apollo’s proposal was subject to the satisfactory completion of focused due diligence. The Apollo December Proposal also stated that Apollo’s funds had the ability to fund 100% of the equity requirements for its proposed transaction, but that the offer was contingent on receipt of committed debt financing, and that the submission of the nonbinding indication of interest had been reviewed with Apollo’s investment committee but would require final investment committee approval. The Apollo December Proposal was promptly shared with the Board of Directors.

Also on December 23, 2022, Sponsor A provided an initial offer letter to representatives of Goldman Sachs and Deutsche Bank containing a nonbinding indication of interest to acquire 100% of the fully diluted shares outstanding of Univar Solutions for $37.00 to $39.00 per share of Univar Solutions common stock in cash (which we refer to as the “Sponsor A December Proposal”), which proposal represented a 37-44% premium over the 30-day volume-weighted average share price of $27.04 and a 23-30% premium over Univar Solutions’ closing share price of $29.97 on November 22, 2022, the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach. The Sponsor A December Proposal noted, among other things, that Sponsor A’s proposal was subject to the satisfactory completion of customary due diligence. The Sponsor A December Proposal also stated that Sponsor A’s funds and select co-investors would fund the equity requirements for the transaction, but that it would require additional debt financing, and that the proposed transaction and the resources required to conduct due diligence had been reviewed internally at Sponsor A and approved. The Sponsor A December Proposal was promptly shared with the Board of Directors.

On December 28, 2022, Univar Solutions held a special meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche

 

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Bank and Wachtell Lipton. Mr. Pappas and representatives from Goldman Sachs guided a discussion about recent developments, including the status of discussions with Brenntag, in particular with respect to the continued lack of clarity on regulatory commitments by Brenntag, the provision of diligence and confidential information to Brenntag, and expected in-person meetings between representatives of Univar Solutions and representatives of Brenntag in January 2023. The representatives from Goldman Sachs and Deutsche Bank reviewed with the Board of Directors preliminary financial information regarding the indications of interest from Apollo and Sponsor A, including how the Sponsor A December Proposal and Apollo December Proposal compared to Brenntag’s proposals. The representatives from Goldman Sachs and Deutsche Bank also provided an overview of key sponsor due diligence requests.

Following the presentations by Univar Solutions’ advisors, the Board of Directors discussed the Sponsor A December Proposal, Apollo December Proposal and status of Brenntag’s proposal, and how best to proceed with respect to such proposals. In addition, the Board of Directors discussed (i) the status of equity and debt financing with respect to Apollo and Sponsor A, including Apollo’s ability to finance the full equity amount of its proposal, (ii) the state of the U.S. leveraged financing market and whether the proposal contained in the Sponsor A December Proposal and Apollo December Proposal were likely to be actionable in light of the then-current market conditions, (iii) feedback from other potential acquirors contacted by Goldman Sachs and Deutsche Bank, who had reached out to Univar Solutions, and who had elected not to submit an offer, (iv) the potential valuation of Univar Solutions that could be achieved upon the successful execution of Univar Solutions’ stand-alone business plan as a publicly traded company relative to the consideration proposed in each of the proposals, including risks related to Univar Solutions’ ability to execute successfully on its business plan, and how to maximize the offer prices in the proposals and (v) the importance of Brenntag’s willingness to agree to regulatory commitments that would provide Univar Solutions with sufficient confidence in the consummation of a transaction with Brenntag.

Following this discussion, the Board of Directors directed Univar Solutions’ management, Goldman Sachs, Deutsche Bank and Wachtell Lipton, following the receipt of Brenntag’s regulatory proposal, to provide access to appropriate due diligence, based upon the strength of the regulatory proposal, and to continue to engage with Apollo and Sponsor A and provide access to due diligence to Apollo and Sponsor A.

Following the meeting of the Board of Directors, on the evening of December 28, 2022, Brenntag’s legal counsel and financial advisors engaged in discussion virtually with representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton regarding the terms of Brenntag’s updated proposal (the “December 28 Brenntag Proposal”). Brenntag proposed a purchase price of $40.50 per share of Univar Solutions common stock in cash (as in the November 26 Brenntag Proposal) and regulatory commitments that Brenntag was willing to agree to, including a commitment to litigate, in each case subject to final confirmation by its supervisory board. Based on that day’s discussions with the Board of Directors, representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton indicated that the proposed regulatory commitment in the December 28 Brenntag Proposal was below the expectations of the Board of Directors and that they would discuss the proposal further with Univar Solutions.

On the morning of December 29, 2022, Mr. Pappas and members of management of Univar Solutions discussed the December 28 Brenntag Proposal with representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton. Based on the direction of the Board of Directors, at the meeting of the Board of Directors on December 28, 2022, management, with assistance from the advisors, prepared a response to the December 28 Brenntag Proposal, indicating that the regulatory commitments were inadequate in terms of providing sufficient certainty of closing but that Univar Solutions would maintain the January meeting date and provide access to certain information in a confidential data room (the “Data Room”). However, Univar Solutions requested that prior to the January meeting, Brenntag affirm the continued support for the proposed transaction by Brenntag’s supervisory board. Mr. Pappas, the members of management of Univar Solutions and the representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton also prepared responses to Apollo and Sponsor A regarding their bids, indicating that the Board of Directors would be willing to consider the proposals, but would expect the

 

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applicable bidder to work rapidly towards a potential signing. Following the meeting, Mr. Pappas provided the proposed response to members of the Board of Directors.

Later in the day on December 29, 2022, representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton conveyed Univar Solutions’ response to the December 28 Brenntag Proposal telephonically to Brenntag’s legal and financial advisors. That evening, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ response to the Sponsor A December Proposal offer telephonically to representatives of Sponsor A.

On December 30, 2022, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ response to the Apollo December Proposal offer telephonically to representatives of Apollo. Also on December 30, 2022, Univar Solutions provided Apollo and Sponsor A access to due diligence materials in the Data Room. Over the following weeks Univar Solutions provided access to the Data Room to representatives of Apollo and Sponsor A, and, once Univar Solutions consented to Platinum Falcon serving as a co-investor on February 1, 2023, to representatives of Platinum Falcon. Over the next several days, representatives of Goldman Sachs and Deutsche Bank scheduled meetings between Univar Solutions’ management and Apollo and Sponsor A.

On January 1, 2023, Univar Solutions provided Brenntag limited access to the Data Room.

On January 2, 2023, Brenntag released a statement that it had terminated preliminary discussions with Univar Solutions. In addition, Brenntag’s chief executive officer contacted Mr. Pappas and indicated that each of Brenntag’s management board and supervisory board no longer supported the possible transaction. That evening, Univar Solutions released a statement confirming that discussions with Brenntag had ceased, but that its Board of Directors was committed to acting in the best interest of its stockholders and would continue discussions relating to other indications of interest it had received.

Also on January 2, 2023, Sponsor A reached out to representatives of Goldman Sachs to request permission to commence discussions with underwriters in connection with a potential debt financing, which outreach Univar Solutions approved. Sponsor A also reached out to representatives of Goldman Sachs to request that Univar Solutions execute a conflicts waiver to permit one of its selected representatives to perform tax diligence on Sponsor A’s behalf, which waiver Univar Solutions executed.

On January 3, 2023, Univar Solutions held a special meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. Mr. Pappas and the representatives from Goldman Sachs and Deutsche Bank facilitated a discussion by the Board of Directors about the status of discussions with potential acquirors, including Apollo and Sponsor A, as well as with other parties that had previously been engaged in the sale process, and the scheduled meetings with members of Univar Solutions’ management and Apollo and Sponsor A the week of January 9. Mr. Jukes and the representatives from Wachtell Lipton guided the Board of Directors in a discussion regarding Brenntag’s withdrawal from the Univar Solutions process, during which the Board of Directors discussed how the withdrawal did not appear to be based upon documents in the Data Room or any action or position that Univar Solutions had taken (with respect to Brenntag’s proposal or otherwise).

Following this discussion, members of the Board of Directors further discussed Apollo and Sponsor A’s proposals and potential responses with the representatives from Goldman Sachs and Deutsche Bank, including in the context of Univar Solutions’ stand-alone plan, as well as the feasibility and attractiveness of separating Univar Solutions into certain lines of business. In addition, the Board of Directors discussed (i) the status of equity and debt financing with respect to Apollo and Sponsor A, (ii) how the withdrawal of Brenntag could permit Univar Solutions to extend the process timeline to allow Apollo, Sponsor A and other potential acquirors

 

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time to secure funding or enter into co-bidding arrangements, (iii) the valuation of Univar Solutions that could be achieved upon the successful execution of Univar Solutions’ stand-alone business plan relative to the consideration proposed in each of the proposals, as well as the ability of Univar Solutions to undertake other strategic transactions, including separating into differing lines of business, to increase its value to Univar Solutions’ stockholders, and (iv) the provision of due diligence to Apollo and Sponsor A and matters to be discussed at upcoming management meetings. The Board of Directors then directed Univar Solutions’ management and advisors to prepare an updated process timeline and directed Univar Solutions’ management, Goldman Sachs and Deutsche Bank to conduct additional analysis on the feasibility of dividing the Company into separate lines of business.

On the evening of January 9, 2023, members of the Univar Solutions management team met with representatives of Apollo in person in Chicago and discussed, among other things, Apollo’s views regarding the potential transaction, Apollo’s ability to finance the transaction and potential diligence and process steps.

On January 10, 2023, members of the Univar Solutions management team continued their meetings with representatives of Apollo. At this meeting, management of Univar Solutions provided representatives of Apollo with additional information regarding Univar Solutions’ business, potential areas of value and Univar Solutions’ management’s view of Univar Solutions’ future prospects as a stand-alone, publicly traded company. Apollo also indicated it had engaged a full team of advisors to engage in detailed diligence, was in discussion with potential debt financing sources and maintained its ability to fund 100% of the equity requirements for its proposed transaction. Additionally, Univar Solutions’ management and representatives of Apollo and, following Univar Solutions’ consent to permit Platinum Falcon to serve as a co-investor on February 1, 2023, representatives of Platinum Falcon participated in multiple business diligence meetings by videoconference in the following weeks. Additionally, during this time, Univar Solutions made available additional confidential business diligence information to Apollo and its representatives, as well as Platinum Falcon.

On January 11, 2023, members of the Univar Solutions management team met in person with representatives of Sponsor A in Chicago. At this meeting, management of Univar Solutions provided representatives of Sponsor A with additional information regarding Univar Solutions’ business, potential areas of value and Univar Solutions’ management’s view of Univar Solutions’ future prospects as a stand-alone, publicly traded company. Representatives of Sponsor A noted that Sponsor A had a meeting with its investment committee on January 17, 2023, and that they expected to be able to offer additional details on their ability to engage in due diligence and provide equity and debt financing following such meeting.

Also on January 11, 2023, Bloomberg News published an article online indicating that Univar Solutions was attracting takeover interest from several potential acquirors. The article named Apollo as a potential bidder.

On January 13, 2023, Mr. Jukes and Mr. Alexos met virtually with representatives of Apollo and certain of Apollo’s potential financing sources. At this meeting, management of Univar Solutions provided additional information regarding Univar Solutions’ business and Univar Solutions’ management’s view of Univar Solutions’ future prospects as a stand-alone, publicly traded company.

Commencing on January 16, 2023, Apollo and its representatives began conducting diligence meetings on a number of additional matters. Thereafter, from January 16, 2023, through March 13, 2023, Apollo, with the assistance of its advisors, conducted confirmatory due diligence on Univar Solutions, including through the additional materials made available in the Data Room and telephone and videoconference calls with members of Univar Solutions’ management and with Univar Solutions’ employees. Also, during that period representatives of Wachtell Lipton and Wilmer Cutler Pickering Hale and Dorr LLP (which we refer to as “Wilmer Hale”), regulatory counsel to Univar Solutions, participated in telephone and videoconference calls with Apollo, Paul Weiss and their respective regulatory counsel with respect to regulatory due diligence.

Also on January 17, 2023, representatives from Goldman Sachs and Deutsche Bank spoke telephonically with Sponsor A to discuss Sponsor A’s management sessions on January 11, 2023, and Sponsor A’s interest in

 

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continuing to explore a transaction. Sponsor A reiterated its interest in pursuing a transaction with Univar Solutions, but noted that it needed several weeks to raise equity co-investments and to conduct due diligence. In addition, Sponsor A requested that Univar Solutions agree to reimburse Sponsor A for third-party diligence costs it expected it would incur in evaluating a transaction to address the risk that other financial sponsors involved in Univar Solutions’ process (such as Apollo) would be able to execute on a transaction more quickly. Sponsor A’s request was promptly shared with the Board of Directors.

On January 19, 2023, Univar Solutions held a special meeting of its Board of Directors virtually, during which members of Univar Solutions’ management, representatives of Univar Solutions’ financial advisors, Goldman Sachs and Deutsche Bank, and representatives of Univar Solutions’ legal counsel, Wachtell Lipton participated. Mr. Jukes reviewed the Company’s performance for the quarter ended December 31, 2022, and how performance compared to the Company’s guidance. The representatives from Goldman Sachs and Deutsche Bank led the Board of Directors in a discussion of the status of debt markets, including how the debt markets could impact the ability of private equity sponsors to acquire Univar Solutions. The representatives from Goldman Sachs and Deutsche Bank reviewed the Apollo December Proposal and the management meetings and diligence meetings conducted with Apollo and the status of negotiations with Apollo, including Apollo’s acknowledgment that it would need to provide an offer without a financing contingency, Apollo’s continued ability to finance the equity portion of the purchase price, and Apollo’s continued diligence efforts. The representatives from Goldman Sachs and Deutsche Bank then reviewed the Sponsor A December Proposal and the management meetings and diligence meetings conducted with Sponsor A, the status of negotiations with Sponsor A, including that Sponsor A was not able to proceed as quickly as Apollo due to its need for substantial equity co-investment and that Sponsor A was requesting expense reimbursement for certain third-party expenses incurred in connection with evaluating and negotiating a transaction.

The representatives from Wachtell Lipton provided a summary of the Board of Directors’ fiduciary duties and discussed considerations with respect to providing expense reimbursement to Sponsor A. Following a discussion of the proposed response to Sponsor A’s request for reimbursement, including on market dynamics applicable to debt financing and the status of potential acquirors’ bids, the Board of Directors determined that reimbursing Sponsor A for out-of-pocket third-party expenses, subject to a capped amount, was in the best interests of Univar Solutions and its stockholders, and directed Univar Solutions’ management and Goldman Sachs, Deutsche Bank and Wachtell Lipton to negotiate reimbursement arrangements with Sponsor A for certain expenses, to continue to negotiate with Apollo to seek to be in a position to enter into a transaction with Apollo in late February or early March and to continue to negotiate with Sponsor A and to seek to accelerate Sponsor A’s timeline, including seeking an updated indication of interest from Sponsor A prior to receiving a final bid from Apollo and parallel tracking the work required to secure co-investors for the transaction.

Later on January 19, 2023, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ response to Sponsor A’s reimbursement proposal telephonically to Sponsor A, including the expectation that Sponsor A commence value-driving due diligence in the near term and prepare to provide an updated indication of interest. Between January 19, 2023, and January 23, 2023, Univar Solutions and Sponsor A negotiated the terms of an expense reimbursement letter, including a negotiated capped amount, with representatives of Wachtell Lipton and Sponsor A’s legal counsel participating in such negotiations, and executed such letter on January 23, 2023.

Also on January 19, 2023, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ latest responses regarding the Apollo December Proposal with representatives from Apollo, including working towards a signing of definitive documents in late February or early March. That evening on January 19, 2023, representatives from Wachtell Lipton and Paul Weiss discussed expected regulatory approvals in connection with an acquisition by Apollo.

Commencing on January 23, 2023, Sponsor A began conducting diligence meetings on a number of additional matters. Thereafter, Sponsor A, with the assistance of its advisors, conducted due diligence on Univar

 

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Solutions, including through additional materials made available in the Data Room and telephonic and videoconference calls with members of Univar Solutions’ management, employees, and representatives.

On January 26, 2023, Sponsor A reached out to representatives of Goldman Sachs to request permission to commence discussions with ten additional potential debt and equity financing sources, which outreach Univar Solutions approved except with respect to one potential equity financing source.

Later on January 26, 2023, Wachtell Lipton provided an initial draft of the merger agreement to Apollo and its representatives. Between January 26, 2023, and March 12, 2023, the parties’ respective management teams and legal and financial advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other transaction documentation. During the course of these negotiations, areas of discussion and negotiation between the parties included, among other things, the specific terms of the non-solicitation provisions, including with respect to exceptions on terminating Data Room access and sending return-or-destroy notices to potential acquirors that were actively engaged with respect to an alternative proposal (which could permit Sponsor A to continue to access the Data Room following the execution of the merger agreement), the size and triggers of the company termination fee and parent termination fee, the regulatory efforts required to be taken by Univar Solutions, Apollo, Platinum Falcon, Parent and their affiliates and the size and triggers of the Parent Regulatory Termination Fee, Univar Solutions’ obligations with respect to the operation of its business during the period between the signing of the merger agreement and the consummation of the Merger, the scope of the restrictions applicable to actions taken by Univar Solutions during the period between the signing of the merger agreement and the consummation of the Merger, the representations and warranties to be made by the parties, and the provisions regarding Univar Solutions’ equity awards, employee benefit plans, retention, severance and other compensation matters.

On January 30, 2023, representatives of Goldman Sachs and Deutsche Bank had a telephonic discussion with Apollo regarding the timing of Apollo’s review of the draft merger agreement and the preparation of other definitive documents.

On February 1, 2023, representatives of Apollo reached out to representatives of Goldman Sachs and Deutsche Bank to request permission to have Platinum Falcon serve as a potential equity co-investor, which Univar Solutions approved. That day, Univar Solutions provided Platinum Falcon access to the Data Room, and thereafter, from February 2, 2023 through March 13, 2023, Platinum Falcon, with the assistance of its advisors, conducted due diligence on Univar Solutions, including through the additional materials made available in the Data Room and telephone and videoconference calls with members of Univar Solutions’ management and with Univar Solutions’ employees. Also during that period, representatives of Wachtell Lipton and Wilmer Hale participated in telephone and videoconference calls with Platinum Falcon, Platinum Falcon’s legal and regulatory counsel Cleary Gottlieb Steen & Hamilton (“Cleary”) with respect to legal and regulatory due diligence.

On February 3, 2023, representatives of the Company’s financial advisors spoke telephonically with representatives of Sponsor A to discuss, among other things, the status of Sponsor A’s due diligence process. During the conversation, the representative of Sponsor A informed representatives of Goldman Sachs and Deutsche Bank that Sponsor A would continue to conduct diligence, conduct outreach to its debt financing sources and provide updates on its status of its evaluation of Univar Solutions.

On February 8, 2023, and February 9, 2023, Mr. Jukes and Mr. Alexos met with representatives of Apollo in person and provided presentations to prospective financing providers in New York at the request of Apollo. At these meetings, management of Univar Solutions provided additional information regarding Univar Solutions’ business and Univar Solutions’ management’s view of Univar Solutions’ future prospects as a stand-alone company.

On February 14, 2023, representatives of Apollo conducted in person visits of Univar Solutions facilities in Texas.

 

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On February 16, 2023, Univar Solutions held a regular meeting of its Board of Directors, in person. During a portion of the meeting, representatives of Univar Solutions’ financial advisors, Goldman Sachs and Deutsche Bank, participated. Mr. Pappas and representatives from Goldman Sachs and Deutsche Bank guided a discussion about recent developments, including the status of discussions with Apollo and Sponsor A. The Board of Directors discussed that Apollo’s due diligence was substantially completed and Apollo had exchanged drafts of the merger agreement with Univar Solutions, but that Sponsor A was not as far along in its diligence and, based on discussions with Sponsor A, was not prepared to sign as quickly as Apollo.

On February 21, 2023, Mr. Jukes and Mr. Alexos met with a representative of Sponsor A in person in Chicago, during which the parties discussed, among other things, Sponsor A’s interest in continuing to move towards a transaction, Univar Solutions’ view that Sponsor A was behind in the process and needed to quickly resolve diligence and provide updated views on valuation, additional information regarding Univar Solutions’ business and Univar Solutions’ management’s view of Univar Solutions’ future prospects and setting up in person visits by representatives of Sponsor A to Univar Solutions’ facilities.

On February 23, 2023, representatives of Apollo discussed telephonically with representatives of Goldman Sachs that Apollo expected its revised offer to be below the $36.00 to $38.00 range provided in the Apollo December Proposal. The representatives from Goldman Sachs promptly provided this information to members of management of Univar Solutions and members of the Board of Directors. Also on February 23, 2023, Sponsor A reached out to representatives of Goldman Sachs and Deutsche Bank to request permission to commence discussions with 12 additional equity financing sources, which outreach Univar Solutions approved.

On February 24, 2023, Goldman Sachs contacted representatives of Sponsor A and requested that Sponsor A provide a written update addressing, among other things, the price Sponsor A would be willing to pay for 100% of Univar Solutions, sources and uses for a transaction and timing to complete diligence and debt and equity financing, which response had been discussed with members of management and the Board of Directors. Goldman Sachs also advised Sponsor A that it needed to accelerate its diligence as it was behind in Univar Solutions’ process, but that Mr. Jukes was willing to meet in person with Sponsor A’s representatives the following week and arrange visits to selected sites.

On February 27, 2023, members of the Univar Solutions management team met with representatives of Apollo and Platinum Falcon in person in Chicago, during which management of Univar Solutions provided management presentations to such representatives and additional information regarding Univar Solutions’ business and Univar Solutions’ management’s view of Univar Solutions’ future prospects as a stand-alone company. These discussions continued over dinner that evening.

On February 28, 2023, representatives of Sponsor A conducted an in-person visit of Univar Solutions’ facility in California.

On March 2, 2023, representatives from Sponsor A contacted representatives of Goldman Sachs to advise them that they were updating their financial models and seeking internal approvals to submit an updated proposal.

On March 3, 2023, Sponsor A submitted a revised offer letter to representatives of Goldman Sachs and Deutsche Bank containing a nonbinding indication of interest to acquire 100% of the fully diluted shares outstanding of Univar Solutions for $35.00 to $37.00 per share of Univar Solutions common stock in cash (which we refer to as the “Sponsor A March Proposal”). The Sponsor A March Proposal noted, among other things, that Sponsor A’s proposal was subject to the completion of further due diligence, but that Sponsor A believed that it could complete streamlined diligence and negotiate transaction documents in approximately four weeks and provided an illustrative timeline contemplating a signing in late April. The Sponsor A March Proposal stated that Sponsor A’s funds and limited partners would fund the equity requirements and that Sponsor A could raise necessary capital within a matter of weeks and that the proposed transaction and the resources required to

 

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conduct due diligence had been reviewed internally and approved. The Sponsor A March Proposal noted that Sponsor A had reached out to debt financing sources and that Sponsor A was confident that it could raise necessary debt proceeds to fund the transaction. The Sponsor A March Proposal was promptly shared with the Board of Directors.

On March 6, 2023, Paul Weiss provided an initial draft of Apollo’s and Platinum Falcon’s equity commitment letter and limited guarantee to representatives of Wachtell Lipton, who promptly provided the drafts to Univar Solutions and its representatives. Between March 6, 2023, and March 12, 2023, Univar Solutions’, Platinum Falcon’s and Apollo’s respective management teams and legal and financial advisors engaged in negotiations regarding the terms of the proposed equity commitment letter and limited guarantee.

Also on March 6, 2023, Apollo and Platinum Falcon submitted a revised offer letter to representatives of Goldman Sachs and Deutsche Bank containing a nonbinding final proposal to acquire 100% of Univar Solutions for $35.00 per share of Univar Solutions common stock in cash (which we refer to as the “Apollo March 6 Proposal”). Apollo and Platinum Falcon included with the Apollo March 6 Proposal executed Debt Commitment Letters, which were subject to the completion of confirmatory due diligence, the negotiation of definitive transaction documentation and certain other conditions. The Apollo March 6 Proposal noted that Apollo and Platinum Falcon had completed substantially all due diligence and had received requisite approvals to proceed with the Apollo March 6 Proposal. The Apollo March 6 Proposal also stated that (i) Apollo’s funds and Platinum Falcon had the ability to fund 100% of the equity requirements for Apollo’s proposed transaction, (ii) Apollo and Platinum Falcon were willing to agree to a “hell or high water” standard on regulatory efforts and (iii) Apollo and Platinum Falcon were in a position to negotiate definitive documentation with Univar Solutions and announce a transaction by March 13, 2023. As a next step, the Apollo March 6 Proposal suggested that the parties and their advisors engage immediately, including with respect to customary confirmatory due diligence and to finalize the merger agreement and other transaction documents.

Between March 6, 2023, and March 12, 2023, the parties’ respective management teams and legal and financial advisors and those of the debt financing parties engaged in extensive negotiations regarding the terms of the debt commitment letters and related documentation.

On March 7, 2023, Univar Solutions held a regular meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. Mr. Pappas facilitated a discussion by the Board of Directors about the status of discussions with potential acquirors, including Apollo and Platinum Falcon and Sponsor A, as well as with other parties who had previously been engaged in the sale process. A representative of Wachtell Lipton then provided an overview of the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Univar Solutions. The representatives from Wachtell Lipton then guided the Board of Directors in a discussion and review of the draft merger agreement and related transaction documents, including the equity commitment letter, limited guarantee, and provisions thereof, including the non-solicitation provision, regulatory efforts covenant, conditions to closing, termination provisions and termination fee. The representatives from Goldman Sachs and Deutsche Bank then reviewed with the Board of Directors preliminary financial information relating to Univar Solutions, including in scenarios where the Company continued to operate on a stand-alone basis as a public company or separated certain of its lines of business, based on the Univar Standalone Projections, as defined and described in the section of this proxy statement entitled “—Certain Financial Projections”. Prior to the meeting, each of Goldman Sachs and Deutsche Bank had provided disclosure regarding their relationships with Univar Solutions, Apollo and Sponsor A, which was provided to the Board of Directors and management of Univar Solutions.

Following this discussion, members of the Board of Directors further discussed the Apollo March 6 Proposal and Sponsor A March Proposal and potential responses with the representatives from Goldman Sachs, Deutsche Bank and Wachtell Lipton, including in the context of Univar Solutions’ stand-alone plan, as well as the feasibility and attractiveness of separating Univar Solutions into certain lines of business. In addition, the

 

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Board of Directors discussed (i) the status of equity and debt financing with respect to Apollo, Platinum Falcon and Sponsor A, including the draft equity and debt documents provided by Apollo and Platinum Falcon, (ii) the valuation of Univar Solutions that could be achieved upon the successful execution of Univar Solutions’ stand-alone business plan relative to the consideration proposed in each of the proposals, as well as the ability of Univar Solutions to undertake other strategic transactions, including separating into differing lines of business, to increase its value to Univar Solutions’ stockholders, (iii) the expected timeline to get to a signing with Apollo and Platinum Falcon compared to Sponsor A, the remaining diligence to be done by Sponsor A and whether Sponsor A would be expected to stay within the purchase price range in the Sponsor A March Proposal following its completion of diligence and the negotiation of definitive documents, (iv) the terms of the draft merger agreement and related transaction documents provided by Apollo and Platinum Falcon, including the non-solicitation provision and termination fees contemplated thereby, and (v) the fact that the $35.00 price proposed by Apollo and Platinum Falcon was below the range in the Apollo December Proposal, and the proposed response to Apollo and Platinum Falcon to seek an increased price per share and ensure Apollo and Platinum Falcon put forth an improved bid on an accelerated timeline. The Board of Directors then directed Univar Solutions’ management and advisors to prepare a response to Apollo and Platinum Falcon that the Board of Directors was unwilling to approve a transaction at the $35.00 price proposed and requested Apollo and Platinum Falcon provide a revised “best and final” offer as discussed at the meeting.

Following the meeting of the Board of Directors, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ response to the Apollo March 6 Proposal telephonically to representatives of Apollo, including the need to provide a “best and final” proposal and then be prepared to execute and announce a transaction by March 13 if the Board of Directors approved Apollo’s and Platinum Falcon’s revised proposal. Also on March 7, Mr. Pappas discussed telephonically with representatives of Apollo that the Board of Directors was unwilling to transact at the $35 price proposed in the Apollo March 6 Proposal and the Board of Directors’ expectation that Apollo and Platinum Falcon would increase their offer price.

Also on March 7, 2023, representatives from Wachtell Lipton, Paul Weiss and Cleary along with representatives from Univar Solutions’ and Apollo’s respective regulatory counsel, met virtually to discuss regulatory considerations related to Platinum Falcon’s potential involvement in the acquisition of Univar Solutions.

On March 8, 2023, representatives from Wachtell Lipton provided revised drafts of the merger agreement, equity commitment letter and limited guarantee to Paul Weiss and telephonically discussed certain open items in the merger agreement and other transaction documents (as the Board of Directors had discussed on March 7, 2023), including the interim operating covenants and related exceptions, quantums of the applicable termination fees, regulatory efforts covenant and the outside date and non-solicitation provision.

On the evening of March 9, 2023, representatives from Wilmer Hale met virtually with representatives from Paul Weiss and Cleary to discuss regulatory considerations related to Platinum Falcon’s potential involvement in the acquisition of Univar Solutions, including the expected regulatory efforts that had been discussed with the Board of Directors on March 7, 2023, and with respect to required antitrust and foreign direct investment approvals.

On March 10, 2023, representatives from Goldman Sachs and Deutsche Bank conveyed Univar Solutions’ response on several open items in the merger agreement and related documentation to representatives of Apollo telephonically, including the outside date, which response had been discussed with members of management and members of the Board of Directors.

On the morning of March 11, 2023, members of Univar Solutions’ management conveyed Univar Solutions’ response on several open items in the merger agreement and related documentation to representatives of Apollo telephonically, including the interim operating covenants and related exceptions, which response had been discussed with members of management and members of the Board of Directors.

 

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Later on March 11, 2023, representatives of Apollo submitted Apollo’s and Platinum Falcon’s best and final offer to representatives of Goldman Sachs and Deutsche Bank telephonically, noting that Apollo and Platinum Falcon were willing to agree to (i) pay $36.15 per share in cash to acquire 100% of Univar Solutions, (ii) a six month outside date, subject to a three month extension if the closing conditions were satisfied or waived, other than those relating to certain regulatory approvals, (iii) a Company termination fee equal to 3.5% of the equity value of the transaction, payable by Univar Solutions to Parent in the event that Univar Solutions or Parent terminated the agreement in specified circumstances, (iv) a parent termination fee equal to 6.25% of the equity value of the transaction, payable by Parent (or Apollo and Platinum Falcon under the limited guarantee) in the event that Univar Solutions or Parent terminated the agreement in specified circumstances and (v) a regulatory parent termination fee equal to 5% of the equity value of the transaction, payable by Parent (or Apollo and Platinum Falcon under the limited guarantee) in the event that the agreement were terminated due to the failure to attain certain regulatory approvals (the “Final Apollo Proposal”).

Following receipt of the proposal, on March 11 and 12, 2023, representatives from Wachtell Lipton, Goldman Sachs, Deutsche Bank and Wilmer Hale discussed telephonically and via e-mail certain open items in the merger agreement and other transaction documents with representatives of Apollo, Platinum Falcon, Paul Weiss, Cleary and their regulatory legal counsel, including the regulatory efforts covenant, outside date and the quantums and mechanics of the termination fees, including that (i) Apollo and Platinum Falcon agree to a parent termination fee equal to 6.5% of the equity value of the transaction, payable by Parent (or Apollo and Platinum Falcon under the limited guarantee), (ii) with respect to an exception on terminating Data Room access and sending return-or-destroy notices to potential acquirors that were actively engaged with respect to an alternative proposal (which would permit Sponsor A continued access to the Data Room following the execution of the merger agreement) and (iii) the regulatory efforts required by Parent, Merger Sub, Apollo and Platinum Falcon to consummate the transaction.

On March 12, 2023, Univar Solutions held a special meeting of its Board of Directors virtually, with the participation of members of Univar Solutions’ management and representatives of Goldman Sachs, Deutsche Bank and Wachtell Lipton. Mr. Pappas provided a summary of, and facilitated a discussion by the Board of Directors about, the status of discussions with Apollo, Platinum Falcon and Sponsor A, including the Final Apollo Proposal and the Sponsor A March Proposal. In particular, the Board of Directors discussed including the expected timeline to get to a signing with Apollo and Platinum Falcon compared to Sponsor A, the remaining diligence to be done by Sponsor A and whether Sponsor A would be expected to stay within the purchase price range in the Sponsor A March Proposal following its completion of diligence and the negotiation of definitive documents. The representatives from Goldman Sachs and Deutsche Bank individually presented their respective financial analysis with respect to the Merger Consideration of $36.15 per share reflected in the Final Apollo Proposal, based on the Univar Standalone Projections. The representatives from Wachtell Lipton then guided the Board of Directors in a discussion and review of the draft merger agreement and related transaction documents (which had been provided to the Board of Directors prior to the meeting), including the equity commitment letter, limited guarantee and debt commitment letters, including the interim operating covenants, financing covenants, non-solicitation provision, regulatory efforts covenant, conditions to closing, termination provisions and termination fee, and discussed how certain financing and regulatory provisions and the closing conditions affected the likelihood of closing of a potential transaction. A representative of Wachtell Lipton then provided an overview of the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Univar Solutions. Following this discussion, members of the Board of Directors then reviewed updated disclosures from Goldman Sachs and Deutsche Bank regarding certain relationships with Apollo, Sponsor A, Platinum Falcon and their respective affiliates (which had been provided to the Board of Directors prior to the meeting), and Goldman Sachs’ and Deutsche Bank’s certain holdings and loan exposure in Univar Solutions, Apollo, Sponsor A, Platinum Falcon and their affiliates. Following this discussion, members of Univar Solutions’ management discussed with the Board of Directors the proposed communications strategy in connection with the announcement of the proposed transaction. Following this discussion, Goldman Sachs and Deutsche Bank each rendered its respective oral opinion, each of which was subsequently confirmed by delivery of a written opinion dated March 13, 2023, to the Board of Directors to the effect that, based upon and subject to

 

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the assumptions, limitations, qualifications and conditions set forth in their respective written opinions, the Merger Consideration to be received by the holders of Univar Solutions common stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information, see the section of this proxy statement entitled “—Opinion of Goldman Sachs & Co. LLC” and “—Opinion of Deutsche Bank Securities Inc.” The written opinions delivered by Goldman Sachs and Deutsche Bank are attached to this proxy statement as Annex B and Annex C, respectively.

Following further discussion and deliberation, including taking into account the factors described below in greater detail in the section of this proxy statement entitled “—Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors unanimously (a) determined that it is in the best interests of Univar Solutions and its stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Univar Solutions stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Univar Solutions stockholders at the Special Meeting.

Following the meeting of the Board of Directors on March 12, 2023, representatives of the parties finalized the Merger Agreement and the other transaction documents and the Merger Agreement and the other transaction documents were executed on the evening of March 13, 2023. Before the opening of financial markets in New York on March 14, 2023, the parties issued a press release announcing the transaction.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (a) determined that it is in the best interests of Univar Solutions and its stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Univar Solutions stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Univar stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the transactions contemplated by the Merger Agreement and reaching its decision to approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, determine that it is in best interests of Univar Solutions and its stockholders and declare it advisable to enter into the Merger Agreement, and recommend that Univar Solutions stockholders adopt the Merger Agreement, the Board of Directors consulted with Univar Solutions’ senior management team, as well as Univar Solutions’ financial and legal advisors, and considered a number of factors, including the following material factors that the Board of Directors viewed as supporting its decision:

 

•

the current and historical trading prices of shares of Univar Solutions common stock, and the fact that the Merger Consideration of $36.15 per share in cash represents a premium of approximately 20.6% to Univar Solutions’ closing stock price on November 22, 2022, the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach, and a premium of 33.6% to the 30-day volume-weighted average share price of Univar Solutions for the 30 trading days ending on November 22, 2022;

 

•

the risks and uncertainties of remaining as an independent public company, including risks related to fluctuations in industrial production and consumption and the timing and extent of economic

 

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downturns, increased competitive pressures, including as a result of competitor consolidation, changes in the business strategies of producers or in the operations of customers, changes in the pricing, demand and availability of chemicals, including Univar Solutions’ costs, margins and gross profit;

 

•

the risk that Univar Solutions is not able to achieve projected financial performance, including the performance contemplated by the Company Plans, based on, among other things, the Board of Directors’ assessment of Univar Solutions’ business, assets and prospects and competitive position, the views of the Board of Directors’ financial advisors and the fact that longer-term forecasts called for overall financial performance of the standalone business above observed historical growth rates of the business and reflected a number of uncertain assumptions;

 

•

the fact that the Merger Consideration is a fixed cash amount, providing Univar Solutions’ stockholders with certainty of value and liquidity immediately upon the closing of the Merger, in comparison to the risks, uncertainties, and longer potential timeline for realizing equivalent value from Univar Solutions’ standalone business plan or possible strategic alternatives involving transactions in which all or a portion of the consideration would be payable in equity or involving sales of one or more of our lines of business;

 

•

the Board of Directors’ knowledge of the business, assets, operations, financial condition, earnings and prospects of Univar Solutions, as well as its knowledge of the current and prospective environment in which Univar Solutions and each of its businesses operate, including economic, market and capital raising conditions;

 

•

the Board of Directors’ belief that the Merger is more favorable to Univar Solutions stockholders than the other strategic alternatives available to Univar Solutions, including remaining as an independent public company, the feasibility of such alternatives and the significant risks and uncertainties associated with pursuing such alternatives;

 

•

the risks and difficulties associated with achieving comparable valuations to other companies operating in the distribution of speciality chemicals and ingredients;

 

•

the risks and difficulties associated with the lack of other U.S.-based publicly traded companies with a similar mix of products as Univar Solutions and the size and scale of Univar Solutions’ operations;

 

•

the risks related to succession planning for senior management, particularly Univar Solutions’ chief executive officer, as well as the risks associated with identifying or retaining potential successors for senior management, including the risk of turnover among employees in connection with any management changes and continued business instability and uncertainty during any search processes;

 

•

the Board of Directors’ thorough review of strategic alternatives, including the risks associated with, and the feasibility and attractiveness of, separating Univar Solutions into different lines of business;

 

•

the competitive nature of the sale process conducted by Univar Solutions, with the assistance of its financial and legal advisors, in soliciting and evaluating multiple acquisition proposals for Univar Solutions, and the number and terms of, and pricing set forth in, the acquisition proposals received by Univar Solutions, and the Board of Directors’ determination that Parent’s proposal represented the best value and likelihood of closing reasonably available to Univar Solutions’ stockholders (as discussed in the section of this proxy statement entitled “—Background of the Merger”);

 

•

the risks involved in soliciting or negotiating alternative acquisition proposals prior to the execution of a definitive agreement with Parent, including the risks involved in deferring the execution of the Merger Agreement to continue discussions with Sponsor A, which indicated it needed several more weeks to be in a position to execute definitive documentation and was still conducting due diligence and needed to engage with its limited partners for equity capital (as discussed in the section of this proxy statement entitled “—Background of the Merger”) and that Sponsor A had offered a valuation range of $35.00 to $37.00 per share of Univar Solutions common stock in cash on March 3, 2023, the midpoint of which was below the Merger Consideration, and the Board of Directors’ belief, based on

 

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interactions of representatives of Univar Solutions with representatives of Parent, that seeking to negotiate with Sponsor A or engaging with other potential acquirors could jeopardize the availability of Parent’s proposal;

 

•

the risks associated with continuing the sale process to pursue negotiations with Sponsor A or other potential acquirors, including the risks associated with the distractions posed by the sale process on senior management and employees, the resulting risk of employee turnover, the risk of creating instability or uncertainty with key business partner relationships and potential stock price volatility;

 

•

the limited number of potential strategic partners likely to be interested and able to execute on a strategic transaction with Univar Solutions, particularly given the withdrawal of Brenntag from the process and the limited outreach by potential strategic partners following Univar Solutions’ public announcement on November 25, 2022 of its evaluation of a proposal from Brenntag and announcement on January 2, 2023 that it had ceased discussions with Brenntag but was evaluating other indications of interest, and the Board of Directors’ assessment of the ability of potential strategic acquirors to acquire Univar Solutions;

 

•

the limited number of potential purchasers with the financial ability to acquire Univar Solutions in light of its size and line of business, as well as the ability to obtain committed acquisition financing in the current economic climate and interest rate environment;

 

•

the fact that the Merger Consideration was the result of arm’s-length negotiations, that the Equity Investors and Guarantors were prepared to enter into a fully negotiated equity commitment letter and limited guarantee and, based on positions taken by Parent during negotiations and the premium relative to the stand-alone price of Univar Solutions common stock, that the Merger Consideration was the maximum consideration that Parent was willing to pay;

 

•

the fact that the Merger is not subject to a financing condition and that Parent has obtained committed debt financing from reputable financial institutions and committed equity financing from the Equity Investors in an aggregate amount sufficient to fund the Merger Amounts under the Merger Agreement;

 

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the consolidated financial strength and industry expertise of the sponsors, including the successful track record that Apollo and Platinum Falcon (an indirect wholly owned subsidiary of the Abu Dhabi Investment Authority) have developed in acquiring other companies;

 

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Parent’s obligation under the Merger Agreement to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing in an amount sufficient to fund the Merger Amounts (as defined in the Merger Agreement) on terms (subject to certain exceptions) and conditions described in the applicable Commitment Letter;

 

•

Parent’s obligation under the Merger Agreement to use reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective the Merger, including defending against any litigation challenging the transaction, and to commit and agree to any divestitures with respect to Univar Solutions and to commit to any go-forward restrictions or obligations on Univar Solutions after closing, in each case as necessary to obtain the requisite regulatory approvals and to permit Closing by the End Date (as defined in the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement”);

 

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Parent’s obligation under the Merger Agreement to supply or cause to be supplied any information or documentary material that may be requested by any governmental entity as promptly as practicable, except for certain information or documentary material relating to the Equity Investors and their affiliates;

 

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Univar Solutions’ right under the Merger Agreement, in response to certain takeover proposals, to furnish information to and conduct discussions and negotiations with third parties (including Sponsor

 

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A) prior to the Univar Solutions Stockholder Approval (as discussed in the section of this proxy statement entitled “The Merger Agreement—No Shop”), providing an opportunity to determine if a third party is willing to pay a higher value per share than Parent;

 

•

Univar Solutions’ right under the Merger Agreement, for three weeks following the execution of the Merger Agreement, to continue to provide access to any physical or electronic data rooms hosted by or on behalf of Univar Solutions and not deliver a return or destroy notice to any person who submitted an acquisition proposal prior the date of the Merger Agreement and remained actively engaged with respect to such proposal, such as Sponsor A;

 

•

the Board of Directors’ right, under the Merger Agreement, to fail to make, withdraw, modify, qualify, or amend its recommendation that Univar Solutions stockholders vote to adopt the Merger Agreement under certain circumstances, subject to the terms of the Merger Agreement, including Univar Solutions’ payment of the Company Termination Fee if Parent elects to terminate the Merger Agreement in such circumstances;

 

•

Univar Solutions’ right to terminate the Merger Agreement, under certain circumstances and subject to the terms of the Merger Agreement, to enter into a definitive agreement providing for a Superior Proposal, upon Univar Solutions’ payment of the Company Termination Fee;

 

•

the fact that the Company Termination Fee of approximately $204.2 million (representing approximately 3.5% of Univar Solutions’ implied equity value) payable by Univar Solutions in certain circumstances was viewed by the Board of Directors, after consultation with outside legal counsel and financial advisors, as reasonable under the circumstances, comparable to termination fees of similar transactions and not likely to preclude or deter any other party from making a competing acquisition proposal;

 

•

the high probability that the Merger would be completed based on, among other things, Apollo’s and Platinum Falcon’s proven ability to complete large acquisition transactions, the absence of a financing condition, and the $379.2 million Parent Termination Fee (representing approximately 6.5% of Univar Solutions’ implied equity value) or the approximately $291.7 million Parent Regulatory Termination Fee (representing approximately 5% of Univar Solutions’ implied equity value) payable to Univar Solutions if the Merger Agreement is terminated in certain circumstances, which payment is guaranteed by the Guarantors;

 

•

the financial analyses presented to the Board of Directors by Goldman Sachs and the fact that Goldman Sachs rendered its oral opinion, which was subsequently confirmed by delivery of its written opinion, to the Board of Directors on March 13, 2023, that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the Merger Consideration to be paid to the holders of Univar Solutions common stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information, see the section of this proxy statement entitled “ —Opinion of Goldman Sachs & Co. LLC” (the full text of the written opinion of Goldman Sachs, dated March 13, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by Goldman Sachs in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference);

 

•

the financial analyses presented to the Board of Directors by Deutsche Bank and the fact that Deutsche Bank rendered its oral opinion, which was subsequently confirmed by delivery of its written opinion, to the Board of Directors on March 13, 2023, that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Univar Solutions common stock (other than Parent and its affiliates). For more information, see the section of this proxy statement entitled “ —Opinion of Deutsche Bank Securities Inc.” (the full text of the written opinion of Deutsche Bank, dated March 13, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by Deutsche Bank

 

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in preparing its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference);

 

•

the terms and conditions of the Merger Agreement, which were reviewed by the Board of Directors with financial and legal advisors, and the fact that such terms were the product of robust arm’s-length negotiations between the parties;

 

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Univar Solutions’ ability, under certain circumstances specified in the Merger Agreement, to seek specific performance of Parent’s and Merger Sub’s obligation to cause the Merger to occur and to prevent other breaches of the Merger Agreement;

 

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the availability of appraisal rights under Delaware law to holders of shares of Univar Solutions common stock who do not vote in favor of the adoption of the Merger Agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have a Delaware court determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the Merger Agreement; and

 

•

the fact that the Merger would be subject to the adoption of the Merger Agreement by Univar Solutions stockholders, and Univar Solutions stockholders would be free to reject the proposed transactions by voting against the adoption of the Merger Agreement for any reason, including if a higher offer were to be made prior to the Special Meeting (which would, in certain cases, be subject to payment by Univar Solutions in certain circumstances of an approximately $204.2 million Company Termination Fee if Univar Solutions subsequently were to enter into a definitive agreement relating to, or to consummate, an acquisition proposal).

The Board of Directors also considered a variety of risk and other potential negative factors in its consideration of the Merger Agreement and the Merger, including the following material potentially negative factors:

 

•

the fact that, following the Merger, Univar Solutions will no longer exist as an independent public company and our existing stockholders will not participate in any future earnings or growth, and the possibility that, although the Merger provides Univar Solutions’ stockholders the opportunity to realize a premium to the price at which Univar Solutions’ common stock traded prior to the public announcement of the Merger, the price of Univar Solutions’ common stock might have increased in the future to a price greater than the Merger Consideration;

 

•

the fact that the Merger might not be consummated in a timely manner, or at all, due to a failure of certain conditions to the closing of the Merger;

 

•

the provisions of the Merger Agreement that restrict Univar Solutions’ ability to solicit or participate in discussions or negotiations regarding alternative takeover proposals with third parties, subject to specified exceptions, and that require Univar Solutions to negotiate with Parent (if Parent desires to propose revisions to the Merger Agreement and negotiate) prior to Univar Solutions being able to terminate the Merger Agreement to accept a superior proposal;

 

•

the possibility that Univar Solutions’ obligation to pay the Company Termination Fee of approximately $204.2 million to Parent upon the termination of the Merger Agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire Univar Solutions;

 

•

the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied even if the Merger Agreement is adopted by Univar Solutions stockholders, as well as the risks that the required regulatory approvals will not be obtained or that the Financing contemplated by the Commitment Letters will not be obtained, resulting in Parent, Merger Sub and the Equity Investors not having sufficient funds to complete the Merger, or that Parent, Merger Sub and the Equity Investors may otherwise not obtain sufficient funds to complete the Merger;

 

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•

the fact that Parent and Merger Sub are newly formed entities with essentially no assets and the Limited Guarantee, provided by the Guarantors, guarantees Parent’s and Merger Sub’s obligations under the Merger Agreement only with respect to payment of the $379.2 million Parent Termination Fee, the approximately $291.7 million Parent Regulatory Termination Fee, certain other damages, certain associated enforcement costs and certain other indemnification and reimbursement obligations;

 

•

the restrictions on the conduct of the business prior to the completion of the Merger, which could delay or prevent Univar Solutions from undertaking business opportunities that may arise pending completion of the Merger;

 

•

the fact that an all-cash merger would be taxable to the stockholders for U.S. federal income tax purposes;

 

•

the significant costs involved in connection with entering into the Merger Agreement and completing the Merger and the substantial time and effort of management required to consummate the Merger and related disruptions to the operation of Univar Solutions’ business;

 

•

the fact that Univar Solutions’ remedies in the event that the Merger Agreement is terminated may be limited to the $379.2 million Parent Termination Fee or the approximately $291.7 million Parent Regulatory Termination Fee, payable by Parent under certain circumstances, certain other damages, and certain associated enforcement costs and certain other reimbursement obligations, which may be inadequate to compensate Univar Solutions for any damage caused, and that such termination fees may not be available in all instances where the Merger is not consummated and, even if available, rights and remedies may be expensive and difficult to enforce, and the success of any such action may be uncertain;

 

•

the fact that the announcement and pendency of the transactions contemplated by the Merger Agreement, the failure to complete the Merger, and/or actions that Univar Solutions may be required, or Parent may be permitted, to take under the Merger Agreement could have an adverse impact on existing and prospective business relationships with customers and other third parties and on our employees, including the risk that certain key members of Univar Solutions’ management might choose not to remain employed with Univar Solutions prior to the completion of the Merger, regardless of whether or not the Merger is completed;

 

•

the risk of litigation in connection with the execution of the Merger Agreement and the consummation of the Merger and the other transactions contemplated therein; and

 

•

the fact that some of our directors and executive officers have interests in the Merger that are different from, or in addition to, our stockholders generally (see the section of this proxy statement entitled “—Interests of Univar Solutions’ Executive Officers and Directors in the Merger”).

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by the Board of Directors. In reaching its decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, fair to and in the best interests of Univar Solutions and its stockholders, and recommend adoption of the Merger Agreement by our stockholders, the Board of Directors did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board of Directors did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined, in its business judgment, that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

 

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Opinion of Goldman Sachs & Co. LLC

At the March 12, 2023 meeting of the Board of Directors, Goldman Sachs, financial advisor to the Company, rendered its oral opinion to the Board of Directors, confirmed by delivery of a written opinion dated March 13, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock to be paid to the holders (other than Parent and its affiliates) of Univar Solutions common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of Univar Solutions common stock.

The full text of the written opinion of Goldman Sachs, dated March 13, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Univar Solutions common stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

•

the Merger Agreement;

 

•

annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2022;

 

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company;

 

•

certain other communications from the Company to its stockholders;

 

•

certain publicly available research analyst reports for the Company; and

 

•

the Univar Standalone Projections, as approved for Goldman Sachs’ use by the Company.

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Univar Solutions common stock; reviewed the financial terms of certain recent business combinations in the chemical distribution industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Univar Standalone Projections were reasonably prepared on a basis reflecting the best then currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available

 

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to the Company, including a non-binding indication of interest for a transaction proposed by a third party that may have resulted in a higher price per share of Univar Solutions common stock in cash than in the Merger, which indication of interest the Company advised Goldman Sachs that the Company determined not to pursue; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Univar Solutions common stock, as of the date of the opinion, of the $36.15 in cash per share of Univar Solutions common stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Merger, whether relative to the $36.15 in cash per share of Univar Solutions common stock to be paid to the holders (other than Parent and its affiliates) of Univar Solutions common stock pursuant to the Merger Agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Univar Solutions common stock will trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other condition as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Material Financial Analyses of Goldman Sachs

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 10, 2023, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Goldman Sachs reviewed the historical trading prices and volumes for Univar Solutions common stock for the period beginning on June 17, 2015 and ending March 10, 2023. In addition, Goldman Sachs analyzed the consideration to be paid to holders of Univar Solutions common stock pursuant to the Merger Agreement in relation to (i) the closing price per share of Univar Solutions common stock on November 1, 2022, the date of the Company’s after-market close announcement of third quarter fiscal year 2022 earnings, (ii) the closing price per share of Univar Solutions common stock on November 22, 2022, the date when trading volumes of Univar Solutions common stock significantly increased ahead of public announcement of talks between the Company and Brenntag on November 25, 2022, (iii) the volume weighted average price (which we refer to as “VWAP”) per share of Univar Solutions common stock for the preceding 30-trading day period ending November 22, 2022, (iv) the highest intra-day price per share of Univar Solutions common stock over the 52-week period ended on November 22, 2022, (v) the closing price per share of Univar Solutions common stock on March 10, 2023, and (vi) the median equity research analyst price target per share of Univar Solutions common stock as of March 10, 2023 (as described in greater detail below).

 

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This analysis indicated that the price per share to be paid to the Company’s stockholders pursuant to the Merger Agreement represented:

 

•

a premium of 39% based on the closing price of $25.99 per share of Univar Solutions common stock on November 1, 2022;

 

•

a premium of 21% based on the closing price of $29.97 per share of Univar Solutions common stock on November 22, 2022;

 

•

a premium of 34% based on the volume-weighted average price of $27.04 per share of Univar Solutions common stock for the 30-trading day period ended November 22, 2022;

 

•

a premium of 6% based on the highest intra-day price of $34.00 per share of Univar Solutions common stock over the 52-week period ended on November 22, 2022;

 

•

a premium of 13% based on the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023; and

 

•

a discount of 6% based on the median analyst price target of $38.50 per share of Univar Solutions common stock as of March 10, 2023.

Illustrative Discounted Cash Flow Analysis

Using the Univar Standalone Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Univar Solutions common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.5% to 11.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2022 (i) estimates of unlevered free cash flow for the Company for the fiscal years 2023 through 2027 as reflected in the Univar Standalone Projections (including estimates of the Company’s tax-effected pension balance as net debt rather than treating pension costs as an annual cash expense) and (ii) a range of illustrative terminal values for the Company, which were calculated by applying terminal year exit enterprise value (which we refer to as “EV”) to last twelve months (which we refer to as “LTM”) Adjusted EBITDA multiples ranging from 7.0x to 10.0x, to a terminal year estimate of the Adjusted EBITDA to be generated by the Company, as reflected in the Univar Standalone Projections (which analysis implied perpetuity growth rates ranging from 0.4% to 5.4%). The range of terminal year exit EV / LTM Adjusted EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of the Company. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (which we refer to as “CAPM”), which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt, $2,336 million (inclusive of pension liabilities), as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Univar Solutions common stock ranging from $33.56 to $55.85. Goldman Sachs compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume-weighted average price of $27.04 per share of Univar Solutions common stock as of November 22, 2022, and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

 

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Illustrative Present Value of Future Share Price Analysis

Using the Univar Standalone Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Univar Solutions common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for the Company as of December 31 for each of the fiscal years 2023 to 2025, by applying a range of multiples of illustrative next twelve month (“NTM”) enterprise value to EBITDA (“NTM EV / EBITDA”) of 7.0x to 9.0x to estimates of the Company’s Adjusted EBITDA as of December 31 for each of the fiscal years 2024 to 2026 reflected in the Univar Standalone Projections.    This illustrative range of NTM EV / EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV / EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s net debt for each of the fiscal years 2023 to 2025, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for the Company for each of the fiscal years 2023 to 2025. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Univar Solutions common stock for each of fiscal years 2023 to 2025, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied future values per share of Univar Solutions common stock. Goldman Sachs then added the cumulative dividends per share of Univar Solutions common stock expected to be paid to holders of Univar Solutions common stock through the end of each of fiscal years 2023 to 2025, using estimates provided by Company management.    Goldman Sachs then discounted these implied future equity values per share of Univar Solutions common stock to December 31, 2022, using an illustrative discount rate of 11.5%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $30.36 to $48.90 per share of Univar Solutions common stock. Goldman Sachs compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume-weighted average price of $27.04 per share of Univar Solutions common stock as of November 22, 2022, and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Selected Transactions Analysis

Goldman Sachs analyzed certain information relating to the following selected transactions (which we refer to as the “Goldman Sachs Selected Transactions”) in the chemical distribution industry and in other industries since 2010. For each of the Goldman Sachs Selected Transactions, Goldman Sachs calculated and compared the implied transaction value (which we refer to as “TV”) of the applicable transaction based on the consideration paid in the transaction for the applicable target company as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the businesses that participated in the Goldman Sachs Selected Transactions are directly comparable to the Company, the businesses that participated in the Goldman Sachs Selected Transactions are businesses with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

 

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The following table presents the results of this analysis:

 

Announcement Date		Goldman Sachs Selected Transactions				TV /LTM Adj. EBITDA
		Acquiror		Target
August 2022		HIG Capital LLC		Avient Corporation’s Distribution business segment		10.0x
September 2018		Univar Inc.		Nexeo Solutions, Inc.		9.7x
March 2016		WL Ross Holding Corp.		Nexeo Solutions Holdings, LLC		8.3x
May 2015		Apax Partners LLP		Quality Distribution, Inc.		9.1x
July 2012		Olin Corporation		K.A. Steel Chemicals Inc.		10.6x
May 2012		GS Capital Partners LP and P2 Capital Partners, LLC		Interline Brands, Inc.		9.8x
December 2010		Bain Capital Private Equity, LP		IMCD Group B.V.		9.3x

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of TV / LTM Adjusted EBITDA multiples of 8.3x to 10.6x to the Company’s (i) normalized 2022 actual Adjusted EBITDA as of December 31, 2022 (applying certain normalizing adjustments in respect of foreign exchange losses, non-repeating price benefits and other operating and non-operating costs at the direction of the Company’s management) and (ii) 2023 estimated Adjusted EBITDA as of December 31, 2023, each as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the net debt of the Company as of (i) December 31, 2022 and (ii) December 31, 2022 excluding cash in connection with the Company’s two acquisitions announced in the first fiscal quarter of 2023 respectively, each as provided by and approved for Goldman Sachs’ use by the management of the Company, and divided each respective result by the number of fully diluted outstanding shares of Univar Solutions common stock as of December 31, 2022, as provided by and approved for Goldman Sachs’ use by the management of the Company, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive reference ranges of implied values per share of Univar Solutions common stock.

The following table presents the results of this analysis:

 

Reference Ranges of Implied Values Per Share of Univar Solutions Common Stock
Normalized 2022A Adj. EBITDA		2023E Adj. EBITDA
$33.77 - $46.57		$34.75 - $48.09

Goldman Sachs compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume-weighted average price of $27.04 per share of Univar Solutions common stock as of November 22, 2022, and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2017 through December 31, 2022 involving a public company based in the United States as the target where the disclosed transaction values were between $5 billion

 

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and $10 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 65 transactions relative to the target’s VWAP for the 30-trading day period prior to announcement of the transaction. This analysis indicated a median premium of 29% across the period. This analysis also indicated a 25th percentile premium of 21% and 75th percentile premium of 49% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 21% to 49% to the volume-weighted average price per share of Univar Solutions common stock of $27.04 for the 30-trading day period ended November 22, 2022 and calculated a range of implied values per share of Univar Solutions common stock of $32.75 to $40.24.

Goldman Sachs compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume-weighted average price of $27.04 per share of Univar Solutions common stock as of November 22, 2022, and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could, Goldman Sachs believes, create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company, Parent, or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board of Directors that the $36.15 in cash per share of Univar Solutions common stock to be paid to the holders (other than Parent and its affiliates) of Univar Solutions common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of Univar Solutions common stock. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations by the Company and was approved by the Board of Directors.    Goldman Sachs provided advice to the Company during these negotiations.    Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board of Directors or that any specific amount of consideration constituted the only appropriate Merger Consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending, and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of

 

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their respective affiliates and third parties, including Apollo and the Abu Dhabi Investment Authority, each of which is (or will become before or at Closing) a significant indirect shareholder of Parent, and any of their respective affiliates and, as applicable, portfolio or investee companies, or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the offering by the Company of first and second lien term loan facilities in October 2022; as a counterparty to an accelerated share repurchase agreement with the Company in November 2022; and as financial advisor to the Company in connection with responding to activism since December 2022. During the two-year period ended March 13, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to the Company and/or its affiliates of approximately $450,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Apollo and its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Apollo in connection with the sale of Diamond Resorts International Inc., a portfolio company of funds affiliated with Apollo, in August 2021; as bookrunner with respect to the issuance by Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra Corp., a portfolio company of funds affiliated with Apollo, of its senior secured notes due February 2024 and its senior secured notes due in February 2025 in May 2022; as financial co-advisor to Apollo-managed funds in connection with their acquisition of Atlas Air Worldwide Holdings Inc. in August 2022; as financial co-advisor to Lifepoint Health Inc, a portfolio company of funds affiliated with Apollo, in connection with its acquisition of a majority interest in Springstone, Inc. in August 2022; as bookrunner with respect to the issuance by Athene Holding Ltd, an affiliate of Apollo, of its senior notes due 2033 in November 2022; as bookrunner with respect to the issuance by Oldenburgische Landesbank AG, a portfolio company of funds affiliated with Apollo, of its senior preferred notes due February 2026 in January 2023; and as bookrunner with respect to the issuance by Albertsons Companies Inc., a portfolio company of funds affiliated with Apollo, of its senior notes due February 2028 in February 2023. During the two-year period ended March 13, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to Apollo and/or to its affiliates and portfolio companies (which may include companies that are not controlled by Apollo) of approximately $82.3 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to the Abu Dhabi Investment Authority and its affiliates and investee companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted, with regard to Cellnex Telecom SA, an investee company of the Abu Dhabi Investment Authority, as financial advisor in connection with its acquisition of Hivory SAS in January 2021 and as bookrunner with respect to a follow-on public offering of the equity in April 2021 and with respect to a debt financing in March 2022; as financial advisor to LeasePlan Corporation N.V., an investee company of the Abu Dhabi Investment Authority, in connection with a strategic transaction with ALD Automotive in January 2021, its sale of its Australia / New Zealand business in September 2021 and its sale of LeasePlan USA, Inc. in December 2022; and as bookrunner for Charter Next Generation, Inc., an investee company of the Abu Dhabi Investment Authority, with respect to a bank loan in February 2023. During the two-year period ended March 13, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to the Abu Dhabi Investment Authority and/or to its affiliates and investee companies (which may include companies that are not controlled by the Abu Dhabi Investment Authority) of approximately $22.2 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to the Government of Abu Dhabi, the parent of the Abu Dhabi Investment Authority, and/or its agencies and instrumentalities and their respective affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Apollo, the Abu Dhabi Investment Authority, the Government of Abu Dhabi, and/or its agencies and instrumentalities, and their respective affiliates and, as applicable, portfolio or investee companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Apollo, the Abu Dhabi Investment Authority and their respective affiliates from time to time and may have

 

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invested in limited partnership units of affiliates of Apollo and the Abu Dhabi Investment Authority from time to time and may do so in the future.

The Board of Directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated December 6, 2022, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $43 million, $3 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of Goldman Sachs’ outside attorneys, plus any sales, use or similar taxes (including additions to such taxes, if any) arising in connection with the matters referred to in the engagement letter, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of Deutsche Bank Securities Inc.

At the March 12, 2023 meeting of the Board of Directors, Deutsche Bank, financial advisor to the Company, rendered its oral opinion to the Board of Directors, confirmed by delivery of a written opinion dated March 13, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Univar Solutions common stock (other than Parent and its affiliates).

The full text of Deutsche Bank’s written opinion, dated March 13, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached as Annex C and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and for the use and benefit of, the Board of Directors in connection with and for the purpose of its evaluation of the Merger. Deutsche Bank’s opinion was limited to the fairness of the Merger Consideration, from a financial point of view, to the holders of Univar Solutions common stock (excluding Parent and its affiliates) as of the date of the opinion. The opinion did not address any other terms of the Merger or the Merger Agreement. Nor did the opinion address the terms of any other agreement entered into or to be entered into in connection with the Merger. The Company did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the Merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of the Company, nor did it address the fairness of the contemplated benefits of the Merger. Deutsche Bank expressed no opinion as to the merits of the underlying decision by the Company to engage in the Merger or the relative merits of the Merger as compared to any alternative transactions or business strategies. Nor did Deutsche Bank express an opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of shares of Univar Solutions common stock should vote or act with respect to the Merger. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any party to the Merger, or any class of such persons, in connection with the Merger whether relative to the Merger Consideration or otherwise. Deutsche Bank’s opinion did not address the prices at which any securities will trade at any time.

In connection with its role as financial advisor to the Company, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning the Company and the

 

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Univar Standalone Projections, including, at the Board of Directors’ direction, certain sensitivities to the profitability and volume assumptions used in developing the Univar Standalone Projections. Deutsche Bank also held discussions with certain senior officers and other representatives and advisors of the Company regarding the businesses and prospects of the Company. In addition, Deutsche Bank:

 

•

reviewed the reported prices and trading activity for the Univar Solutions common stock;

 

•

compared certain financial and stock market information for the Company with, to the extent publicly available, similar information for certain other companies it considered relevant whose securities are publicly traded;

 

•

reviewed, to the extent publicly available, the financial terms of certain recent business combinations which it deemed relevant;

 

•

reviewed the Merger Agreement; and

 

•

performed such other studies and analyses and considered such other factors as it deemed appropriate.

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning the Company, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Board of Directors, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities), of the Company, Parent or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of the Company, Parent or their respective subsidiaries (or the impact of the Merger thereon) under any law relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed with the knowledge and permission of the Board of Directors that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they were based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of the Board of Directors, that in all respects material to its analysis, the Merger would be consummated in accordance with the terms of the Merger Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to its analysis. Deutsche Bank also assumed, with the knowledge and permission of the Board of Directors, that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Merger will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to its analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and has relied on the assessments made by the Company and its other advisors with respect to such issues.

The Company selected Deutsche Bank as its financial advisor in connection with the Merger based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Pursuant to an engagement letter between the Company and Deutsche Bank, dated December 6, 2022, the Company has agreed to pay Deutsche Bank a fee estimated to be approximately $29,000,000 for its services as financial advisor to the Company in connection with the Merger, of which $2,000,000 became payable upon delivery of its opinion

 

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(without regard to the conclusion reached therein) and the remainder of which is contingent upon consummation of the Merger. The Company has also agreed to reimburse Deutsche Bank for reasonable and documented out-of-pocket fees, expenses and disbursements of its counsel and all of Deutsche Bank’s reasonable and documented travel and other out-of-pocket expenses incurred in connection with the Merger or otherwise arising out of its engagement, in each case on the terms set forth in its engagement letter. The Company has also agreed to indemnify Deutsche Bank and its affiliates against certain liabilities, including certain liabilities arising out of its engagement.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection within mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG (which we refer to, together with its affiliates, as the “DB Group”). One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to Apollo, and certain of its affiliates and portfolio companies for which they have received, and in the future may receive, compensation, including having acted as (i) a lender, arranger, agent, joint bookrunner or in other capacities with respect to numerous financings and refinancings; (ii) underwriter, joint bookrunner, co-manager or arranger with respect to numerous debt and equity capital markets offerings, including having acted as a joint bookrunner in connection with Apollo’s initial public offering; and (iii) financial advisor in various acquisitions and divestitures by Apollo and certain of its affiliates and portfolio companies. The DB Group has received approximately €69,000,000 in fees from Apollo and its affiliates and portfolio companies with respect to such services since January 1, 2021. In addition, one or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to the Abu Dhabi Investment Authority, also an affiliate of Parent, and certain of its affiliates and investee companies for which they have received, and in the future may receive, compensation. The DB Group has received approximately €9,500,000 in fees from the Abu Dhabi Investment Authority and its affiliates and investee companies, including investment consortiums where the Abu Dhabi Investment Authority participated as a member, with respect to such services since January 1, 2021. In addition, one or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to the Company or its affiliates for which they have received, and in the future may receive, compensation. The DB Group has received approximately €380,000 in fees from the Company and its affiliates with respect to such services since January 1, 2021. Further, certain indebtedness owed by the Company or its subsidiaries to members of the DB Group is expected to be repaid, and certain undrawn commitments of members of the DB Group to provide debt financing to the Company or its subsidiaries are expected to be terminated, in connection with the Merger. The DB Group may also provide investment and commercial banking services to Parent, the Company, Apollo, the Abu Dhabi Investment Authority and their respective affiliates and portfolio or investee companies in the future, for which Deutsche Bank would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Parent, the Company, Apollo, the Abu Dhabi Investment Authority and their respective affiliates and portfolio or investee companies for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Board of Directors at its meeting held on March 12, 2023, and that were used in connection with rendering its opinion described above.

The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described below represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must

 

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be read together with the text of each summary. The tables alone do not constitute a complete description of Deutsche Bank’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 10, 2023, and is not necessarily indicative of current market conditions.

In preparing its analyses, Deutsche Bank utilized calculations of, among other things (i) EV, calculated as equity value plus net debt, and in the case of the Company, plus the aggregate expected purchase price in connection with the Company’s two acquisitions announced in the first quarter of 2023 in some instances identified below where implied EV/Adjusted EBITDA multiples are presented on a pro forma basis for the Company’s two acquisitions announced in the first quarter of 2023; (ii) earnings before interest, taxes, depreciation and amortization calculated as the sum of consolidated net income, depreciation, amortization, net interest expense and income tax expense (which we refer to as “EBITDA”); (iii) EBITDA excluding from net income the impact of impairment charges, other operating expenses, net (which primarily consist of employee stock-based compensation expenses, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or nonrecurring expenses), and other income or expenses, net (which consist of gains and losses on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits and other non-operating activity) (which we refer to as “Adjusted EBITDA”); (iv) Adjusted EBITDA plus and/or minus other unusual or nonrecurring items, including non-repeating pricing benefits and bonuses over 100% target as estimated by management of the Company (which we refer to as “Normalized Adjusted EBITDA”); (v) Adjusted EBITDA adjusted to include the EBITDA acquired in connection with the Company’s two acquisitions announced in the first fiscal quarter of 2023; and (vi) delivered gross profit, calculated as gross profit (exclusive of depreciation) less outbound freight and handling (which we refer to as “DGP”). For additional information regarding the Univar Standalone Projections underlying these calculations, please see the section of this proxy statement entitled “—Certain Financial Projections.”

Discounted Cash Flow Analysis

Deutsche Bank performed a discounted cash flow analysis to determine a range of implied present values per share of Univar Solutions common stock. Deutsche Bank applied discount rates ranging from 9.5% to 11.5% to estimates of the estimated future unlevered free cash flows of the Company through 2027 calculated based upon the Univar Standalone Projections, including the impact of the Company’s two acquisitions announced in the first fiscal quarter of 2023, and to a range of estimated terminal values of the Company at the end of such period, respectively, to determine a range of implied enterprise values for the Company as of December 31, 2022. For purposes of its financial analyses, Deutsche Bank calculated unlevered free cash flow as (a) Adjusted EBITDA, less depreciation and amortization and stock compensation expense, plus the net realizable Adjusted EBITDA acquired in connection with the Company’s two acquisitions announced in the first fiscal quarter of 2023 (including the synergies, and cost to achieve such synergies, associated therewith), (b) less cash taxes, plus (c) depreciation and amortization, less (d) capital expenditures, plus or less (e) change in net working capital, less (f) other costs, including pension payments, below-the-line expenses and change in other assets and liabilities. Deutsche Bank derived the foregoing range of discount rates by application of the capital asset pricing model, which requires certain Company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally. The terminal value was calculated by applying multiples ranging from 7.0x to 9.5x to Company management estimates of 2027 Adjusted EBITDA reduced by $34 million of projected employee stock-based compensation expenses. Deutsche Bank then subtracted the Company’s estimated net debt of approximately $2.238 billion, adjusted to include the aggregate expected purchase price in connection with the Company’s two acquisitions announced in the first quarter of 2023, and divided the result by the number of fully diluted shares of Univar Solutions common stock outstanding using the treasury method. This analysis resulted in a range of implied present values of Univar Solutions common stock as

 

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of December 31, 2022 of approximately $33.25 to $50.00 per share (rounded to the nearest $0.25). Deutsche Bank compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Sensitivity Analysis. At the direction of the Board of Directors, Deutsche Bank also reviewed the impact of the following sensitivities to the Univar Standalone Projections on the implied value per share derived pursuant to the discounted cash flow analysis described above:

 

•

DGP per ton sensitivity analysis: Increase DGP per ton by $10 and decrease DGP per ton by $10, $20 and $30 as compared to the average implied DGP per ton estimate for 2023 through 2027 of $328 as projected by Company management and the historical average of DPG per ton of $284 for 2019 through 2022.

 

•

Volume growth sensitivity analysis: Increase volume compounded annual growth rate (which we refer to as “CAGR”) by 1% and decrease volume CAGR by 1%, 2% and 3% as compared to the implied volume CAGR for 2022 and estimated for 2022 through 2027 of 4.8% as projected by Company management.

The results of this analysis were as follows (rounded to the nearest $0.25):

 

Scenario		Approximate Implied Share Price Range
DGP per ton sensitivity analysis		$	23.00				–			$	54.50
Volume growth sensitivity analysis		$	23.25				–			$	54.00

Deutsche Bank compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Illustrative Discounted Future Share Price Analysis

Deutsche Bank calculated an illustrative implied present value of the future prices of the shares of Univar Solutions common stock based on the Univar Standalone Projections, including the estimated impact of the Company’s two acquisitions announced in the first fiscal quarter of 2023. This analysis was designed to provide an indication of the present value of a theoretical future price of the Company’s equity calculated as a multiple of forward EBITDA. Deutsche Bank applied one-year forward EBITDA multiples ranging from 7.0x to 9.0x to the Company’s estimated 2025 Adjusted EBITDA to calculate the Company’s estimated equity value in December 31, 2024 based on the projected net debt position for the fiscal year ended December 31, 2024, and discounted the derived equity value using a cost of equity equal to 12.5% on a present value basis to March 10, 2023, which resulted in a range of implied present values per share of Univar Solutions common stock of approximately $32.25 to $44.00 (rounded to the nearest $0.25). Deutsche Bank compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

 

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Precedent Selected Transactions Analysis

Deutsche Bank reviewed publicly available information relating to the following 15 selected transactions in the chemicals distribution industry since 2007 (which we refer to as the “Deutsche Bank Selected Transactions”).

 

Date Announced		Target		Acquirer
August 2022		Plastics distribution business of Avient Corporation		H.I.G. Capital
February 2019		Plastics distribution business of Nexeo Solutions, Inc.		One Rock Capital Partners, LLC
September 2018		Nexeo Solutions, Inc.		Univar Inc.
March 2016		Nexeo Solutions, Inc.		WL Ross Holding Corp.
May 2015		The M.F. Cachat Company, LLC		IMCD N.V.
May 2015		Quality Distribution, Inc.		Apax Partners LLP
July 2012		K.A. Steel Chemicals Inc.		Olin Corp.
May 2012		Interline Brands, Inc.		GS Capital Partners LP and P2 Capital Partners, LLC
December 2010		IMCD Group BV		Bain Capital LLC
November 2010		Ashland Inc.		TPG Capital L.P.
September 2010		Univar Inc.(1)		Clayton Dublier & Rice, LLC
July 2010		EAC Industrial Ingredients Ltd.		Brenntag AG
May 2008		Neochimiki L.V. Lavrentiadis S.A. Industrial and Commercial Company		The Carlyle Group L.P.
July 2007		Univar N.V.		CVC Capital Partners Advisory (U.S.) Inc.
March 2007		Chemcentral Corporation		Univar N.V.

 

(1)	Clayton Dublier & Rice, LLC acquired a 42.5% stake to achieve joint control of Univar Inc. with CVC Capital Partners Advisory (U.S.) Inc.

Although none of the Deutsche Bank Selected Transactions is directly comparable to the Merger, the Deutsche Bank Selected Transactions were selected by Deutsche Bank because certain aspects of the Deutsche Bank Selected Transactions, for the purposes of this analysis and based on Deutsche Bank’s professional judgment and experience as investment bankers and its knowledge of transactions of a similar nature, may be considered similar to the Merger.

With respect to each Deutsche Bank Selected Transaction and based on publicly available information, Deutsche Bank calculated the multiples of the target’s EV to LTM EBITDA or, in the case of one target, to LTM earnings before interest, taxes, and amortization (which we refer to as “EBITA”), based on the applicable target’s LTM EBITDA or LTM EBITA, in each case as most recently disclosed publicly at the time of the announcement of the applicable Deutsche Bank Selected Transaction.

Deutsche Bank also calculated the same multiples for the Merger based upon the Company’s December 31, 2022 Normalized Adjusted EBITDA. For purposes of this analysis, Deutsche Bank utilized an implied EV for the Company of $7.914 billion, based upon the Merger Consideration of $36.15 per share of Univar Solutions common stock.

 

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The results of this analysis are summarized as follows:

 

		EV/LTM EBITDA-EBITA
Deutsche Bank Selected Transactions
High			10.6x
Mean			9.4x
Median			9.3x
Low			8.1x
Company at $36.15
December 31, 2022 Normalized Adjusted EBITDA			8.7x

Based in part upon the multiples of the Deutsche Bank Selected Transactions described above, and taking into account its professional judgment and experience, Deutsche Bank calculated ranges of estimated implied values per share of Univar Solutions common stock by applying multiples of 8.0x to 10.5x to the Company’s December 31, 2022 Normalized Adjusted EBITDA as provided by management of the Company, resulting in a range of implied values of approximately $32.00 to $46.25 per share of Univar Solutions common stock (rounded to the nearest $0.25). Deutsche Bank compared this range of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 per share.

Selected Companies Analysis

Deutsche Bank reviewed and compared certain financial information and commonly used valuation measurements for the Company with corresponding financial information and valuation measurements for the following three publicly-traded companies (which we refer to as the “Deutsche Bank Selected Companies”):

 

•

Brenntag SE

 

•

Azelis Group NV

 

•

IMCD NV

Although none of the above Deutsche Bank Selected Companies is directly comparable to the Company, Deutsche Bank considered each of them generally relevant for the purposes of this analysis, based on its professional judgment and experience as investment bankers, taking into account several factors, including, among other things, the Company’s operational capabilities and financial profile compared with those of the Deutsche Bank Selected Companies, the competitive landscape in which the Company and the Deutsche Bank Selected Companies operate and the Company’s product offerings and those of the Deutsche Bank Selected Companies. Accordingly, the analysis of publicly traded comparable companies was not simply mathematical. Rather, it involved complex considerations and qualitative judgments, reflected in the opinion of Deutsche Bank, concerning differences in financial and operating characteristics of the Deutsche Bank Selected Companies and other factors that could affect the public trading value of such companies.

Based on the closing prices of the common stock of each of the Deutsche Bank Selected Companies on March 10, 2023, information contained in the most recent public filings of the Deutsche Bank Selected Companies and equity research analyst consensus estimates of EBITDA for calendar years 2023 and 2024 for each of the Deutsche Bank Selected Companies, Deutsche Bank calculated the following multiples with respect to each of the Deutsche Bank Selected Companies:

 

•

EV as a multiple of estimated 2023 EBITDA; and

 

•

EV as a multiple of estimated 2024 EBITDA.

 

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Deutsche Bank also calculated the same multiples for the Company based upon equity research analyst consensus estimates of EBITDA.

The results of this analysis are summarized as follows:

 

		EV / EBITDA
		2023E				2024E
Deutsche Bank Selected Companies
Brenntag SE			7.8x				7.5x
Azelis Group NV			13.5x				12.9x
IMCD NV			16.6x				15.8x
Company			7.9x				7.3x

Based in part upon the multiples of the Deutsche Bank Selected Companies described above and taking into account its professional judgment and experience, Deutsche Bank calculated the following ranges of implied values per share of Univar Solutions common stock:

 

•

approximately $27.50 to $39.00 per share of Univar Solutions common stock (rounded to the nearest $0.25) by applying multiples of EV to EBITDA of 7.0x to 9.0x to the estimate of 2023 Adjusted EBITDA as provided in the Univar Standalone Projections; and

 

•

approximately $28.50 to $41.25 per share of Univar Solutions common stock (rounded to the nearest $0.25) by applying multiples of EV to EBITDA of 6.5x to 8.5x to the estimate of 2024 Adjusted EBITDA as provided in the Univar Standalone Projections.

Deutsche Bank compared these ranges of implied values per share of Univar Solutions common stock to the closing price of $32.09 per share of Univar Solutions common stock on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Additional Information

Deutsche Bank observed additional information that was not considered part of Deutsche Bank’s financial analysis with respect to its opinion, but which was noted as reference data for the Board of Directors, including the following:

Historical Stock Trading. Deutsche Bank reviewed the closing prices of the Univar Solutions common stock on the NYSE for the 52 weeks ended on March 10, 2023. Deutsche Bank observed that during such period, the closing trading price per share of Univar Solutions common stock ranged from $21.72 to $35.44 per share, as compared, for reference only, to the closing per share of Univar Solutions common stock of $32.09 on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Equity Research Analyst Price Targets. Deutsche Bank observed the most recent price targets for Univar Solutions common stock reflected in publicly available equity research reports prepared and published by eight selected equity research analysts between January 11, 2023 and March 2, 2023. Deutsche Bank noted that the future price targets for Univar Solutions common stock had a median future price target of $37.00 per share and ranged from $33.00 to $42.00 per share, which Deutsche Bank discounted back 12 months using a 12.5% cost of equity to calculate a range of discounted recent equity analyst price targets for Univar Solutions common stock of $29.33 to $37.33 per share.

 

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The public market trading prices published by equity research analysts do not necessarily reflect current market trading prices for Univar Solutions common stock. Further, these estimates are subject to uncertainties, including the future financial performance of the Company and future market conditions. However, these estimates provided general reference points which enabled Deutsche Bank to compare, for reference only, such estimates with the closing price per share of Univar Solutions common stock of $32.09 on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Premiums Paid Analysis. Deutsche Bank reviewed and analyzed, using publicly available information, the acquisition premia for 109 all-cash transactions announced from March 10, 2018 to March 10, 2023 involving a U.S. public company in all industries for which the disclosed enterprise value for the transaction was greater than $5 billion. For the entire period, using publicly available information, Deutsche Bank calculated the mean, median, 75th percentile and 25th percentile average premia of the price paid in each of the transactions relative to the unaffected 30-day volume-weighted average price based on the target’s unaffected price.

The information noted by Deutsche Bank with respect to these transactions is summarized below:

 

All Transactions		Premium over 30-day unaffected VWAP
75th percentile			47	%
Mean			37	%
Median			33	%
25th percentile			23	%

Deutsche Bank applied ranges of premiums of 23% to 47% to the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction). Deutsche Bank noted this implied a range of share prices for Univar Solutions common stock of approximately $33.12 to $39.65 per share, as compared, for reference only, to the closing per share of Univar Solutions common stock of $32.09 on March 10, 2023, the 30-day volume weighted average trading price per share of Univar Solutions common stock of $27.04 as of November 22, 2022 (the last trading date before volumes increased ahead of public confirmation of Brenntag’s approach regarding a possible transaction), and the Merger Consideration of $36.15 in cash per share of Univar Solutions common stock.

Miscellaneous

This summary is not a complete description of Deutsche Bank’s opinion or the underlying analyses and factors considered in connection with Deutsche Bank’s opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Deutsche Bank believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Deutsche Bank further believes that selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Deutsche Bank opinion. In arriving at its fairness determination, Deutsche Bank considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction in the analyses described above is identical to the Company or the Merger.

 

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In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Board of Directors as to the fairness of the Merger Consideration, from a financial point of view, to the holders of Univar Solutions common stock (excluding Parent and its affiliates) as of the date of the opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the management of the Company with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank or the Company. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual, past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company or its respective advisors, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the Merger, including the Merger Consideration, were determined through arm’s-length negotiations between the Company and Parent and were approved by the Board of Directors. Although Deutsche Bank provided advice to the Company during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the Board of Directors. Deutsche Bank did not recommend any specific consideration to the Company or the Board of Directors, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger. As described above, the opinion of Deutsche Bank and its presentation to the Board of Directors were among a number of factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement and the transactions contemplated thereby.

Certain Financial Projections

While Univar Solutions has from time to time provided limited financial guidance to investors, including a set of high level, three-year financial targets that were based on Univar Solutions’ draft strategic plan on Univar Solutions’ November 2, 2022 earnings call, Univar Solutions has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the then current annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course, however, Univar Solutions’ management prepares a five year long range strategic plan, which is updated annually and reviewed with the Board of Directors, that reflects Univar Solutions’ potential financial and business outlook for Univar Solutions generally over a five-year period.

In connection with the proposed Merger, Univar Solutions is including in this proxy statement a summary of certain limited unaudited prospective financial information of Univar Solutions, on a standalone basis, without giving effect to the Merger, prepared by Univar Solutions’ management, solely because, as described below, certain financial information was reviewed by the Board of Directors in connection with its consideration and evaluation of the Merger and given to each of Goldman Sachs and Deutsche Bank for their use and reliance in connection with the financial analyses presented by Goldman Sachs to the Board of Directors and Goldman Sachs’ opinion as discussed in the section of this proxy statement entitled “—Opinion of Goldman Sachs” and the financial analyses presented by Deutsche Bank to the Board of Directors and Deutsche Bank’s opinion as discussed in the section of this proxy statement entitled “—Opinion of Deutsche Bank”.

As part of Univar Solutions’ annual business review, Univar Solutions’ management prepared and reviewed with the Board of Directors, at its October 27, 2022 meeting, Univar Solutions’ draft long range strategic plan for fiscal years 2023 through 2027 (which we refer to as the “Univar LRSP”), which included a financial forecast that was based on and reflected, among other things, assumptions regarding industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as assumptions

 

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specific to Univar Solutions’ business, including expected sales growth, costs, profitability, and cash generation, all of which are difficult to predict and many of which are beyond Univar Solutions’ control. The Univar LRSP reviewed with the Board of Directors at its October 27, 2022 meeting was subject to finalization by Univar Solutions’ management in the ordinary course of Univar Solutions’ business.

At its November 16, 2022 special meeting, the Board of Directors further reviewed and discussed the Univar LRSP and directed Goldman Sachs and Deutsche Bank to utilize the Univar LRSP for fiscal years 2023 through 2027 once it had been finalized by the management of Univar Solutions (which we refer to as the “Univar Standalone Projections”) in preparing their financial analysis with respect to Univar Solutions and any potential transaction, including for any fairness opinions to be rendered. Additionally, the management of Univar Solutions provided a copy of the Univar LRSP to Goldman Sachs and Deutsche Bank for their use in its preliminary financial analysis of Univar Solutions that was presented to the Board of Directors at the November 20, 2022 special meeting.

Following the November 16, 2022 special meeting of the Board of Directors, Univar Solutions’ management finalized the long range strategic plan for fiscal years 2023 through 2027. The Univar LRSP was revised to reflect certain updates to the Univar LRSP with regards to the 2023 Annual Operating Plan, including the Company’s two acquisitions announced in the first fiscal quarter of 2023 and the associated synergies and costs to achieve synergies. The Univar Standalone Projections similarly involved assumptions regarding, among other things, industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as assumptions specific to Univar Solutions’ business, including expected sales growth, costs, profitability, and cash generation, all of which are difficult to predict and many of which are beyond Univar Solutions’ control. The Univar Standalone Projections were provided to the Board of Directors, and were provided by representatives of Univar Solutions to representatives of Goldman Sachs and Deutsche Bank on January 12, 2023. A copy of the Univar Standalone Projections was provided to Apollo, Platinum Falcon and their representatives following execution of a confidentiality agreement with Univar Solutions, as described in the section of this proxy statement entitled “—Background of the Merger.”

The Univar LRSP and the Univar Standalone Projections are collectively referred to as the “Company Plans.” The Company Plans were prepared treating Univar Solutions on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the proposed transaction or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the proposed transaction, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

Univar Solutions and its representatives advised the recipients of the Company Plans that its internal financial forecasts are subjective in many respects. The inclusion of the Company Plans or of this summary does not constitute an admission or representation by Univar Solutions, Goldman Sachs, Deutsche Bank or any other person that the information is material, should not be regarded as an indication that the Board of Directors, Goldman Sachs, Deutsche Bank, Univar Solutions or its management, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Plans.

The Company Plans and the underlying assumptions upon which the Company Plans were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Univar Solutions’ industry and based on actual experience and business developments. The Company Plans, while presented with numerical specificity, reflect numerous assumptions with respect to

 

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Company performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Univar Solutions’ control. The Company Plans constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Forward-Looking Statements,” that could cause the Company Plans or the underlying assumptions to be inaccurate and for actual results to differ materially from the Company Plans. As a result, there can be no assurance that the Company Plans will be realized or that actual results will not be significantly higher or lower than projected, and the Company Plans cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Company Plans cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Plans do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Company Plans may have changed since the date the Company Plans were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Plans will be achieved.

In addition, the Company Plans have not been updated or revised to reflect information or results after the date the Company Plans were prepared or as of the date of this proxy statement. None of Univar Solutions, Apollo, Platinum Falcon or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Plans or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of Univar Solutions, as required by applicable securities laws). These considerations should be taken into account in reviewing the Company Plans, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the special meeting will be held more than four months after the Company Plans were prepared, as well as the uncertainties inherent in any forecasting assumptions/information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Plans set forth below. The Company Plans should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Univar Solutions’ public filings with the SEC. Univar Solutions urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. Please see the section of this proxy statement entitled “Where You Can Find More Information” for additional information.

The Company Plans were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (which we refer to as “GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP (which we refer to as “E&Y”), Univar Solutions’ independent registered public accounting firm, nor any other accounting firm, has examined, compiled, or performed any procedures with respect to the Company Plans and, accordingly, neither E&Y nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The E&Y report incorporated by reference in this proxy statement relates to Univar Solutions’ historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The Company Plans contain certain non-GAAP financial measures that Univar Solutions believes are helpful in understanding its past financial performance and future results. Univar Solutions management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Univar Solutions believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Univar Solutions’ financial and business trends on a period-to-period basis, there are limitations

 

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associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Univar Solutions’ competitors and may not be directly comparable to similarly titled measures of Univar Solutions’ competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by the Board of Directors or the members of management or financial advisors in connection with their respective evaluation of the Merger. Accordingly, Univar Solutions has not provided a reconciliation of the non-GAAP financial measures included in the Company Plans to the relevant GAAP financial measures.

Univar Solutions has not made and makes no representation to any Univar Solutions stockholder or to Apollo, the Abu Dhabi Investment Authority, Parent, Merger Sub, the Apollo Funds or Platinum Falcon in the Merger Agreement or otherwise concerning the Company Plans or regarding Univar Solutions’ ultimate performance compared to the information contained in the Company Plans or that the projected results will be achieved.

Univar LRSP

Subject to the foregoing qualifications, the following table presents a summary of the Univar LRSP.

$ in millions

		2023E				2024E				2025E				2026E				2027E
Net Sales		$	11,005			$	11,420			$	12,027			$	12,603			$	13,228
Adjusted EBITDA(1)		$	930			$	1,025			$	1,125			$	1,235			$	1,326
Unlevered Free Cash Flow(2)		$	492			$	537			$	573			$	650			$	690

 

(1)

Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding from net income the impact of impairment charges, other operating expenses, net (which primarily consist of employee stock-based compensation expenses, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or nonrecurring expenses), and other income or expenses, net (which consist of gains and losses on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits and other non-operating activity).

(2)

Unlevered free cash flow, a non-GAAP financial measure, is calculated as (a) Adjusted EBITDA, less depreciation and amortization and stock compensation expense, less (b) cash taxes, plus (c) depreciation and amortization, less (d) capital expenditures, plus or less (e) change in net working capital, less (f) other costs, including pension payments, below the line expenses and change in other assets and liabilities.

Univar Standalone Projections

Subject to the foregoing qualifications, the following table presents a summary of the Univar Standalone Projections.

$ in millions

		2023E				2024E				2025E				2026E				2027E
Net Sales		$	11,360			$	11,635			$	12,228			$	12,823			$	13,463
Adjusted EBITDA(1)		$	945			$	1,049			$	1,152			$	1,265			$	1,357
Unlevered Free Cash Flow(2)		$	496			$	526			$	568			$	651			$	703

 

(1)	Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted to include the net realizable Adjusted EBITDA acquired in

 

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connection with the Company’s two acquisitions announced in the first fiscal quarter of 2023 (including the synergies, and cost to achieve such synergies, associated therewith), excluding from net income the impact of impairment charges, other operating expenses, net (which primarily consist of employee stock-based compensation expenses, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or nonrecurring expenses), and other income or expenses, net (which consist of gains and losses on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits and other non-operating activity).

(2)

Unlevered free cash flow, a non-GAAP financial measure, is calculated as (a) Adjusted EBITDA, less depreciation and amortization and stock compensation expense, plus the net realizable Adjusted EBITDA acquired in connection the Company’s two acquisitions announced in the first fiscal quarter of 2023 (including the synergies, and cost to achieve such synergies, associated therewith), less (b) cash taxes, plus (c) depreciation and amortization, less (d) capital expenditures, plus or less (e) change in net working capital, less (f)  other costs, including pension payments, below the line expenses and change in other assets and liabilities.

Interests of Univar Solutions’ Executive Officers and Directors in the Merger

In considering the recommendation of the Board of Directors that Univar Solutions stockholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Univar Solutions stockholders should be aware that the executive officers and directors of Univar Solutions have certain interests in the Merger and transactions contemplated thereby that are or may be different from, or in addition to, the interests of Univar Solutions stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendation that Univar Solutions stockholders adopt the Merger Agreement. These interests are described in more detail below, and certain of them, including compensation that may become payable in connection with the Merger to named executive officers, which is the subject of a nonbinding, advisory vote of Univar Solutions stockholders, are quantified in the narrative below. For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure, the named executive officers of Univar Solutions are:

 

•

David C. Jukes, President and Chief Executive Officer

 

•

Nicholas W. Alexos, Executive Vice President and Chief Financial Officer

 

•

Nicholas Powell, Senior Vice President, President of Europe, Middle East and Africa & Asia Pacific and Ingredients & Specialties

 

•

James B. Holcomb, Senior Vice President, President of North America and Chemicals & Services

 

•

Noelle J. Perkins, Senior Vice President, General Counsel and Secretary, Chief Risk Officer

For purposes of this disclosure, “qualifying termination” means a termination of employment by Univar Solutions without cause or by the applicable executive officer for good reason (each term as defined in the relevant agreement).

Treatment of Univar Solutions Equity Awards

At the Effective Time, each outstanding Univar Solutions Restricted Share Award, Univar Solutions PRSU Award, Univar Solutions RSU Award, Univar Solutions DSU Award and Univar Solutions Option will be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable

 

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per share exercise price in the case of a Univar Solutions Option, with the number of Univar Solutions shares covered by each Univar Solutions PRSU Award equal to: (A) for each such award granted in 2021, the greater of (i) 170% of the target number of shares covered by the award and (ii) the number of shares covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs, (B) for each such award granted in 2022, the greater of (i) 150% of the target number of shares covered by the award and (ii) the number of shares covered by the award based on the actual level of performance achieved through the period ending on the last day of the calendar month immediately preceding the calendar month in which the Effective Time occurs and (C) for each such award granted on or following January 1, 2023, the target number of shares covered by such award. For an estimate of the value of unvested equity awards that would vest assuming that the Merger occurs on April 10, 2023, and each of the named executive officers experiences a qualifying termination on that date, see “—Quantification of Payments and Benefits to Univar Solutions’ Named Executive Officers” below. We estimate that the value of unvested equity awards held by all executive officers, other than the named executive officers, that would vest assuming that the Effective Time occurs on April 10, 2023, and all such executive officers experience qualifying terminations on that date is $6,089,395. We estimate that the aggregate value of unvested equity awards held by all non-employee directors of Univar Solutions that would vest assuming that the Merger occurs on April 10, 2023 is $1,673,745.

Executive Severance Arrangements

Messrs. Jukes, Powell, Alexos and Holcomb and Ms. Perkins

Univar Solutions is party to severance and change in control agreements with each of Messrs. Jukes, Alexos, Powell and Holcomb and Ms. Perkins. Pursuant to the agreements, if the named executive officer experiences a qualifying termination during the period beginning three months before and ending 24 months (18 months for Messrs. Alexos and Powell) following a change in control, the named executive officer will be entitled to:

(1) a lump sum cash payment equal to a multiple (2.5x for Mr. Jukes and 2.0x for Messrs. Alexos, Powell and Holcomb and Ms. Perkins) of the sum of the named executive officer’s annual base salary and target bonus for the year in which the named executive officer’s employment terminates or the year in which the Effective Time occurs, if greater;

(2) Except for Mr. Powell, a pro-rated bonus for the year of termination assuming achievement of target performance (or, for Mr. Alexos, based upon actual achievement), based on the annual bonus target for the year in which the named executive officer’s employment terminates or the year in which the Effective Time occurs, if greater; and

(3) Except for Messrs. Powell and Alexos, up to 18 months of COBRA health care continuation coverage in the form of premium reimbursements for the named executive officer and, if applicable, his or her spouse and dependents.

The foregoing payments are conditional upon Messrs. Jukes, Alexos, Powell and Holcomb and Ms. Perkins executing and not revoking a release of claims agreement with Univar Solutions. Each of Messrs. Jukes, Alexos, Holcomb and Powell and Ms. Perkins are prohibited for a period of 18 months (12 months in the case of Mr. Alexos) following termination of employment from competing with Univar Solutions and soliciting Univar Solutions’ employees, customers and suppliers. Mr. Powell is also party to a garden leave letter which provides that Mr. Powell is entitled to 12 months’ notice of termination of employment, or, in the event such notice is not given, payment of his base salary for such period.

Other Executive Officers

Univar Solutions is also party to severance and change in control agreements with three of Univar Solutions’ executive officers who are not named executive officers. Subject to executing and not revoking a

 

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release of claims agreement with Univar Solutions, each of the three executive officers is entitled to the same benefits as each of Mr. Holcomb and Ms. Perkins, except that one of the three executive officers is not entitled to COBRA health care continuation coverage but is entitled to receive a specified contribution to a severance indemnity fund. Each of the three executive officers is also prohibited for a period of 18 months following termination of employment from soliciting Univar Solutions’ employees, customers and suppliers, and each is, in a separate agreement, prohibited from competing with Univar Solutions for the same period following termination.

For an estimate of the value of the severance payments described above that would be payable to Univar Solutions’ named executive officers upon a qualifying termination on April 10, 2023, see “—Quantification of Payments and Benefits to Univar Solutions’ Named Executive Officers” below. We estimate that the aggregate value of severance payments that would be payable to the three Univar Solutions executive officers who are not named executive officers, assuming a qualifying termination on April 10, 2023, is $4,608,896.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, for a period of six years after the Effective Time, Univar Solutions’ directors and officers will be entitled to certain ongoing indemnification and insurance coverage under directors’ and officers’ liability insurance policies. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance.”

New Compensation Arrangements

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Corporation. As of the date of this proxy statement, no compensation arrangements between such persons and the Surviving Corporation and/or its affiliates have been established or discussed.

Quantification of Payments and Benefits to Univar Solutions’ Named Executive Officers

The table below sets forth the amount of payments and benefits that each of Univar Solutions’ named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a qualifying termination on April 10, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (ii) a per share price of Univar Solutions common stock of $36.15; (iii) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; and (iv) the Univar Solutions Restricted Share Award, Univar Solutions PRSU Award, Univar Solutions RSU Award, Univar Solutions DSU Award and Univar Solutions Option (which together we refer to as the “Univar Solutions Equity Awards”) are outstanding as of April 10, 2023. The calculations in the table below do not include any amounts that the named executive officers were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, vest irrespective of the Merger prior to April 10, 2023. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

 

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Golden Parachute Compensation

 

Named Executive Officer		Cash ($)(1)				Equity Awards ($)(2)				Benefits ($)(3)				Total ($)
David Jukes		$	6,790,000			$	20,099,002			$	31,072			$	26,920,074
Nicholas W. Alexos		$	2,838,965			$	8,462,462				—			$	11,301,427
Nicholas Powell		$	2,374,493			$	3,726,668				—			$	6,101,160
James B. Holcomb		$	2,451,800			$	4,023,495			$	49,529			$	6,524,824
Noelle J. Perkins		$	2,049,333			$	3,052,506			$	26, 234			$	5,128,073

 

(1)

Cash Payments for Named Executive Officers.

Each of the named executive officers is party to an agreement that provides for severance in connection with a change in control.

In the event of a qualifying termination, each of Messrs. Jukes, Alexos, Powell and Holcomb and Ms. Perkins is entitled to (1) a lump sum cash payment equal to a multiple (2.5x for Mr. Jukes and 2.0x for Messrs. Alexos, Powell and Holcomb and Ms. Perkins) of the sum of the named executive officer’s annual base salary and target bonus for the year in which the named executive officer’s employment terminates or the year in which the Effective Time occurs, if greater; (2) except for Mr. Powell, a pro-rated bonus for the year of termination assuming achievement of target performance (or, for Mr. Alexos, based upon actual achievement which is assumed to be equal to target performance for the purpose of this Golden Parachute Table), based on the target bonus for the year in which the named executive officer’s employment terminates or the year in which the Effective Time occurs, if greater; and (3) except for Messrs. Alexos and Powell, up to 18 months of continued COBRA health coverage for the named executive officer, his or her spouse and his or her dependents, as applicable, in the form of premium reimbursement. Mr. Powell is also party to a garden leave letter which provides that Mr. Powell is entitled to 12 months’ notice of termination of employment, or, in the event no such notice is given, payment of his base salary for such period in the amount of $494,686 (which amount is included in the table above).

The foregoing payments are conditional upon each of the named executive officers executing and not revoking a release of claims against Univar Solutions. Each of the named executive officers is prohibited for a period of 18 months (12 months in the case of Mr. Alexos) following termination of employment from competing with Univar Solutions and soliciting Univar Solutions’ employees, customers and suppliers.

 

Named Executive Officer		Base Salary Payment ($)				Annual target Bonus Payment ($)				Prorated Bonus for Year of Termination ($)				Garden Leave Payment ($)				Total ($)
David Jukes		$	2,625,000			$	3,675,000			$	490,000				—			$	6,790,000
Nicholas W. Alexos		$	1,404,000			$	1,263,600			$	171,365				—			$	2,838,965
Nicholas Powell		$	989,372			$	890,435				—			$	494,686			$	2,374,493
James B. Holcomb		$	1,196,000			$	1,076,400			$	179,400				—			$	2,451,800
Noelle J. Perkins		$	1,060,000			$	848,000			$	141,333				—			$	2,049,333

(2)

Equity Award Treatment.

At the Effective Time, each then outstanding Univar Solutions Equity Award will be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable per share exercise price in the case of a Univar Solutions Option. For purposes of the Golden Parachute Compensation table above and the table directly below, the number of shares of Univar Solutions common stock covered by

 

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each Univar Solutions PRSU Award is equal to: (A) for each such award granted in 2021, 170% of the target number of shares of Univar Solutions common stock covered by the award, (B) for each such award granted in 2022, 150% of the target number of shares of Univar Solutions common stock covered by the award, and (C) for each such award granted on or following January 1, 2023, the target number of shares of Univar Solutions common stock covered by such award. All Univar Solutions Stock Options were vested as of immediately prior to the assumed Effective Time and therefore not included in the Golden Parachute Compensation table or the table below.

 

Named Executive Officer		Value of Univar Solutions RSU Awards ($)				Value of Univar Solutions PRSU Awards ($)				Total ($)
David Jukes		$	5,797,629			$	14,301,373			$	20,099,002
Nicholas W. Alexos		$	2,382,430			$	6,080,032			$	8,462,462
Nicholas Powell		$	1,519,204			$	2,207,464			$	3,726,668
James B. Holcomb		$	1,816,031			$	2,207,464			$	4,023,495
Noelle J. Perkins		$	958,120			$	2,094,386			$	3,052,506

(3)

As described above under “—Interests of Univar Solutions’ Executive Officers and Directors in the Merger—Executive Severance Arrangements,” this amount represents the value of up to 18 months of continued COBRA health coverage in the form of premium reimbursements for each of Messrs. Jukes and Holcomb and Ms. Perkins, and, as applicable, his or her spouse and dependents.

Financing of the Merger

The consummation of the Merger is not conditioned on Parent’s receipt of any financing. Parent plans to fund the Merger Consideration with committed Equity Financing and Debt Financing, as described below.

The Apollo Funds and Platinum Falcon have committed to severally contribute, or cause to be contributed, to Parent the Equity Financing, subject to the terms and conditions set forth in the Equity Commitment Letter, which will be used by Parent, together with the Debt Financing described below, and available cash of Univar Solutions and its subsidiaries (if any), solely to fund each such Equity Investor’s pro rata share of the Obligations.

In connection with entry into the Merger Agreement, a subsidiary of Parent obtained Debt Commitment Letters for the Debt Financing. The availability of the Debt Financing is subject to customary conditions precedent.

Limited Guarantee

Subject to the terms and conditions set forth in the Limited Guarantee provided by the Guarantors, the Guarantors have severally guaranteed certain payment obligations of Parent under the Merger Agreement, subject to an aggregate maximum cap of $235,995,172 for the Apollo Guarantors and a maximum cap of $153,004,828 for Platinum Falcon, for payment of (i) the Parent Termination Fee or Parent Regulatory Termination Fee (to the extent payable), (ii) certain costs and expenses of Univar Solutions or any of its subsidiaries and their respective representatives in connection with the Debt Financing of the Merger and actions to be taken to effect the Closing in the manner described on the confidential disclosure letter provided by Univar Solutions to Parent and Merger Sub, (iii) certain damages payable by Parent or Merger Sub in respect of fraud, and willful and material breaches of covenants or agreements in the Merger Agreement under and in accordance with the terms of the Merger Agreement and (iv) costs and expenses of Univar Solutions in connection with the successful enforcement by Univar Solutions of certain of Parent’s and Merger Sub’s obligations under the Merger Agreement.

 

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Closing and Effective Time

The Closing will take place at 10:00 a.m., local time on the second business day after the satisfaction or waiver by the party having the benefit of the applicable condition (to the extent permitted by applicable law) of the conditions to the Closing, which are described below in the section of this proxy statement entitled “The Merger Agreement—Conditions to the Closing of the Merger” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, time and date as Univar Solutions and Parent may agree in writing. If the Marketing Period has not ended at the time of the satisfaction or waiver of the Closing conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), as described below in the section of this proxy statement entitled “The Merger Agreement—Cooperation as to Debt Financing,” then the Closing will occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any business day during the Marketing Period as may be specified by Parent on no less than two business days’ prior notice to Univar Solutions and (b) two business days following the final day of the Marketing Period.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Appraisal Rights

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262 of the DGCL, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262) and is incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262), particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 of the DGCL and in this summary to a (i) “stockholder” are to the record holder of Univar Solutions common stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of Univar Solutions common stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders and beneficial owners desiring to exercise their right to appraisal must (1) properly deliver a written demand for an appraisal of their shares of Univar Solutions common stock to Univar Solutions prior to the stockholder vote on the adoption of the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement; (3) hold of record or beneficially own, as applicable, shares of Univar Solutions common stock upon the making of a demand under clause (1) and continue to hold or beneficially own, respectively, such shares of Univar Solutions common stock through the Effective Time; (4) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (5) otherwise meet the criteria and follow the procedures set forth in Section 262. However, assuming the shares of Univar Solutions common stock remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders and beneficial owners of Univar Solutions common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Univar Solutions common stock entitled to appraisal exceeds 1%

 

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of the outstanding shares of Univar Solutions common stock eligible for appraisal or (y) the value of the Merger Consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration offered pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of the stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Section 262 carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Univar Solutions common stock must strictly comply with Section 262 of the DGCL. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Filing Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to us, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement and the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must

 

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be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting may constitute a waiver of appraisal rights.

Record Holders

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Univar Solutions common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Univar Solutions common stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Univar Solutions common stock as to which appraisal is sought. Where no number of shares of Univar Solutions common stock is expressly mentioned, the demand will be presumed to cover all shares of Univar Solutions common stock held in the name of the holder of record.

Beneficial Owners

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Univar Solutions under Section 262 and to be set forth on the Verified List. Although not expressly required by Section 262, Univar Solutions reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to: Secretary, Univar Solutions Inc., 3075 Highland Parkway, Suite 200, Downers Grove, Illinois 60515. Demands for appraisal may not be submitted by electronic transmission.

Actions After Completion of the Merger

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of Univar Solutions common stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement, and any beneficial owner who has properly demanded appraisal as of the Effective Time, that the Merger has become effective and the effective date thereof.

At any time within 60 days after the Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s

 

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