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Univar Shareholders Hold EGM to Discuss and Consider CVC’s Offer to Acquire the Company
Prev | Univar News  26  of 42 | Next  

ROTTERDAM, The Netherlands, September 4, 2007 -- Univar N.V., a world leader in chemical distribution, announced it held an extraordinary general meeting of shareholders (“EGM”) today to discuss and consider the recently announced offer by CVC Capital Partners to purchase the company.

 

The offer is for EUR 53.50 in cash per share for all issued and outstanding shares of Univar N.V. common stock, which reflects a 37.3% premium over the pre-announcement share price of EUR38.97 as of the close of trading on July 6, 2007. It reflects an implied EV/EBITDA multiple of 10.0and an EV/EBIT multiple of 11.9, based on 2006 pro forma financials to include the 2006 audited results of CHEMCENTRAL combined with the 2006 audited results of Univar. The offer also represents an implied equity value of EUR 1.6 billion (USD 2.1 billion) and an enterprise value of EUR 2.6 billion (USD 3.6 billion). In addition, CVC has agreed to make certain business strategy and social commitments to secure the future interests of Univar stakeholders as already explained in the Offer Memorandum.

 

At the EGM, the following agenda items were approved:

 

(1) A proposal to discharge all members of the Supervisory Board, subject to the conditions precedent that the offer is declared unconditional by the CVC and that settlement of the Offer has occurred;

(2) A proposal to discharge Mr. J.H. Holsboer as member of the Executive Board, subject to the conditions precedent that the offer is declared unconditional by CVC and that settlement of the Offer has occurred;

(3) A proposal to amend the company’s articles of association to create a one-tier board structure and to make certain other relevant changes subject to the conditions precedent that the Offer is declared unconditional by CVC and that settlement of the offer has occurred;

(4) A proposal to appoint as new directors of the board Mr. R. P. Fox, Mr. R. van Rappard, Mr. C. Stadler and Mr. G.C. Vuursteen, subject to the conditions precedent that the offer is declared unconditional by CVC and that settlement of the Offer has occurred.

 

Information related to today’s EGM is located on Univar’s web site at www.univarcorp.com

 

About Univar

 

Univar N.V. is one of the world’s leading independent distributors of industrial chemicals and providers of related specialty services, operating throughout North America and Europe. Univar endeavors to service its customer base, made up of some 250,000 industrial customers, with a full portfolio of products. The majority are commodities that the company buys in bulk, then processes, blends and repacks to meet the diverse requirements of the industries we serve. Others are specialties—purchased pre-packaged and sold on a technical basis, usually under a manufacturer’s own brand. As well as differentiating ourselves through our vast product offering, Univar also provides a number of related services, both to its customers and suppliers, such as blending, managing customer inventories, packaging, labeling, warehouse management, waste management, technical support and managing vendor reduction programs. Univar operates a network of over 200 distribution centers, located throughout the United States, Canada, 18 European countries and China. In 2006, Univar had pro forma sales of approximately USD 8 billion (pro forma includes full-year results of CHEMCENTRAL, acquired in Q2 2007). Univar has approximately 7,900 employees based throughout North America, Europe and China. The company’s registered office is in Rotterdam, the Netherlands, with administrative support offices in Bellevue, Washington, USA, and Bradford, England, UK. For more information, visit: www.univarcorp.com

Prev | Univar News  26  of 42 | Next  
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