Bain Capital Private Equity makes offer for Zenith Hygiene Group plc to expand Diversey in Europe

LONDON–(BUSINESS WIRE)–Bain Capital Private Equity, a leading global private investment firm,
today announced it has, through its investment in Diversey, reached
agreement on the terms of a recommended final* cash offer for Zenith
Hygiene Group plc, a UK manufacturer of cleaning and hygiene chemicals
and related products.

Based in Hertfordshire, Zenith Hygiene offers a wide, high quality range
of products serving customers in the healthcare, food service,
hospitality, leisure and facilities management, pharmaceutical, and food
and beverage processing industries. The company employs more than 500
people and generated net sales of £67M in the fiscal year ending
February 2017.

Bain Capital completed the acquisition of Diversey from Sealed Air in
September 2017. Diversey is a global supplier of hygiene and cleaning
solutions that integrates chemicals, floor care machines, tools and
equipment with a wide range of technology-based value-added services,
food safety services and water and energy management. Globally, Diversey
employs approximately 8,600 people and generated net sales of
approximately $2.6 billion in 2016.

Bain Capital has received irrevocable undertakings representing 91.01
per cent of A shares and 100 per cent of the C shares of Zenith Hygiene
in issue as of the close of business on 6 October 2017. Zenith Hygiene’s
directors, consider the offer to be fair and reasonable and intend to
unanimously recommend that Zenith Hygiene Shareholder accept it. The
acquisition will be funded with cash from Diversey’s balance sheet.

Completion is anticipated to take place during Q1 of 2018, subject to
customary anti-trust clearance.

“We are committed to growing Diversey’s geographic reach and the
addition of Zenith Hygiene would be a first valuable step towards
creating a world-class provider of cleaning and hygiene solutions,” said
Michel Plantevin, a Managing Director of Bain Capital Private Equity.

“We are excited to join Diversey and be part of a group benefiting
from Bain Capital’s integrated global platform and bold growth plans for
Diversey,” said Ringo Francis, CEO of Zenith Hygiene Group plc.
“During the past 20 years, we have successfully grown the business by
developing a comprehensive product offering in the UK and Ireland. We
believe that all customers will benefit from the combination of both
companies’ innovations and application expertise.”

“I am excited by the opportunity to build Diversey’s local scale in
the UK and Ireland with the acquisition of Zenith Hygiene” said Dr.
Ilham Kadri, President and Chief Executive Officer of Diversey. “This
combination, with the backing of Bain Capital, would create significant
scale and help us serve a broader base of customers in key markets
around the world.”

* the final offers will be final and will not be increased except
that the bidding company for Bain Capital Private Equity reserves the
right to increase the amount of the total consideration if there is an
announcement, on or after the date hereof, of an offer or a possible
offer for Zenith by a third party offeror or potential offeror.

About Diversey

Diversey is a leading hygiene and cleaning solutions company that
integrates chemicals, floor care machines, tools and equipment, with a
wide range of technology-based value-added services, food safety
services and water and energy management. Diversey employs approximately
8,600 people globally and generated net sales of approximately $2.6
billion in 2016.

For more information, visit www.diversey.com

https://ww.facebook.com/diversey

http://www.linkedin.com/company/diversey-inc

https://twitter.com/diversey

Bain Capital Private Equity

Bain Capital Private Equity has partnered closely with management teams
to provide the strategic resources that build great companies and help
them thrive since its founding in 1984. Bain Capital Private Equity’s
global team of approximately 220 investment professionals creates value
for its portfolio companies through its global platform and depth of
expertise in key vertical industries including healthcare,
consumer/retail, financial and business services, industrials, and
technology, media and telecommunications. Bain Capital Private Equity
has offices in Boston, New York, London, Munich, Mumbai, Hong Kong,
Shanghai, Sydney and Tokyo and has made investments in more than 300
companies to date. In addition to private equity, Bain Capital invests
across asset classes including credit, public equity and venture
capital, managing approximately USD 75 billion in total and leveraging
the firm’s shared platform to capture opportunities in strategic areas
of focus.

For more information, visit www.baincapitalprivateequity.com

About Zenith Hygiene Group plc

Zenith Hygiene Group is a UK manufacturer and supplier of cleaning and
hygiene chemicals and related products, offering a wide, high-quality
range of products. For over two decades, Zenith Hygiene has been a
trusted supplier of choice to independent owner-managed businesses and
large national operators. Zenith customers cover several business
sectors; food and beverage manufacturing, pharmaceutical, healthcare,
food service, hospitality, leisure and facilities management.

For more information please visit: www.zhgplc.com

https://twitter.com/ZenithHygiene

Contacts

Media Contacts
For Diversey
Rafael Echevarria,
VP Corporate Communications
+34 690 642 752
[email protected]
or
Chris
Klopper, CEO, Mulberry Marketing Communications
+44 7710326899
[email protected]
or
For
Zenith Hygiene Group
Marie Beattie
+44 (0) 1707 255 365
[email protected]
or
Clotilde
Gros / Charlotte Coulson
+44 (0) 207 680 6550
[email protected]
or
For
Bain Capital
Hazel Stevenson
+44 (0) 20 375 74 989
[email protected]
or
Ed
Gascoigne-Pees
+44 (0) 20 375 74 984
[email protected]
or
For
Diversey Bond Investor Contact
David Toy, CFO
Executive
Assistant: Lu-Ann Barry
[email protected]