425

Filed by Univar Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Company: Nexeo Solutions, Inc.
(Commission File No. 001-36477)

 

LOGO

Beginning on September 17, 2018, Univar Inc. posted on its website the fact sheet reproduced below regarding the proposed acquisition of Nexeo Solutions, Inc. Accelerating Transformation & Growth Compelling Strategic Fit • Creates premier chemistry and ingredients distributor Univar • World-class capabilities and scale to drive growth Global Chemical and Ingredient Distributor and Provider of • Accelerated digital transformation Value-Added Services • Delivers meaningful operating synergies LTM Rev: $8.5B LTM Adjusted EBITDA: $635M Positioned To Unlock Superior Value Creation North American Chemical • Accretive to Adjusted EPS in year 1 Sellers: ~660 • ~$100M run-rate cost synergies expected by year 3 North American Transportation • Driven primarily by supply chain optimization, increased Assets: ~785 eet resource utilization, and leveraging scale through Key Services: indirect procurement ChemCare • $375M+ annual FCF expected in year 1 MiniBulk • Expect leverage ratio to be below 3.0x after the fi rst full year post closing Nexeo Key Transaction Terms Leading Global Chemicals and Plastics Distributor • $2.0B transaction value, including net debt and other obligations LTM Rev: $4.0B • $3.29 in cash(1) and 0.305 of a share of Univar stock LTM Adjusted EBITDA: $208M per Nexeo share North American Chemical • Implied value of $11.65 per Nexeo share(2) Sellers: ~300 North American Transportation • Strategic alternatives to be explored for Nexeo Assets: ~350 Plastics business Key Services: Environmental Services Note: LTM gures refer to last twelve months ending June 30, 2018. North American gures exclude Mexico. (1) Cash consideration per share is subject to a potential reduction of $0.41 per Nexeo share determined at close, based on Univar’s closing stock price prior to the completion of the acquisition. (2) Based on Univar’s closing price on September 14, 2018 of $27.40.


LOGO

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codi ed in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended. Some forward-looking statements may be identi ed, without limitation, by the use of forward-looking terminology such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “could,” “would” and similar expressions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this communication and include statements regarding, among other things, the expected timetable for closing of the proposed transaction between Univar Inc. (“Univar”) and Nexeo Solutions, Inc. (“Nexeo”), the expected benefi ts and synergies of the proposed transaction and the operating results, performance and capital structure of the combined company. Forward-looking statements are based on Univar’s and Nexeo’s current expectations and beliefs concerning future developments and their potential e_ ect on Univar, Nexeo and the combined company. While Univar and Nexeo believe that forward-looking statements are reasonable as and when made, there can be no assurance that future developments a_ ecting Univar, Nexeo and the combined company will be those anticipated. A number of important factors, risks and uncertainties could cause actual results to di_ er materially from those contained in or implied by the forward-looking statements, many of which are beyond Univar’s or Nexeo’s control. Factors, risks and uncertainties that could cause actual results to di_ er from those re ected in forward-looking statements include: changes in general economic, business and political conditions, including changes in the nancial markets; the ability to satisfy the conditions to closing of the proposed transaction on the expected timing or at all and other risks related to the completion of the proposed transaction; the ability to obtain required shareholder and regulatory approvals for the proposed transaction on the expected timing or at all; the ability to complete the proposed transaction on the expected terms and timing or at all; higher than expected or unexpected costs associated with or relating to the proposed transaction; the risk that expected bene ts, synergies and growth prospects of the proposed transaction and combined company may not be achieved in a timely manner or at all; results of the strategic review of Nexeo’s plastics distribution business in connection with the consummation of the proposed transaction and the outcome and impact of a resulting strategic transaction, if any; the ability to successfully integrate Nexeo’s business with Univar following the closing; the risk that Univar and Nexeo will be unable to retain and hire key personnel; the risk that disruption from the proposed transaction may adversely a_ ect Univar’s and Nexeo’s business and their respective relationships with customers, suppliers, distributors or employees; and other risks detailed in the risk factors discussed in “Item 1.A. Risk Factors” in each of Univar’s and Nexeo’s most recent Annual Reports on Form 10-K, as updated by any Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and future fi lings with the SEC. Unless otherwise indicated or the context otherwise requires, comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions, divestitures or other potential strategic transactions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Neither Univar nor Nexeo undertake any obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. Disclaimer This communication shall neither constitute an o_ er to sell or the solicitation of an o_ er to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the o_ er, solicitation, or sale would be unlawful prior to the registration or quali cation under the securities laws of any such jurisdiction. No o_ er of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find it In connection with the proposed transaction between Univar and Nexeo, Univar intends to le a registration statement on Form S-4, which will contain a prospectus and a proxy statement for Univar and consent solicitation statement for Nexeo (the “prospectus/joint proxy and consent solicitation statement”). INVESTORS AND SECURITY HOLDERS OF UNIVAR AND NEXEO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROSPECTUS/JOINT PROXY AND CONSENT SOLICITATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A defi nitive prospectus/joint proxy and consent solicitation statement will be sent to the shareholders of Univar and Nexeo. Investors and security holders will be able to obtain copies of the prospectus/joint proxy and consent solicitation statement as well as other lings containing information about Univar and Nexeo, without charge, at the SEC’s website, http://www.sec.gov. Copies of the documents fi led with the SEC by Univar will be available free of charge within the investor relations section of Univar’s website at www.univar.com. Copies of the documents fi led with the SEC by Nexeo will be available free of charge within the investor relations section of Nexeo’s website at www.nexeoso-lutions.com. Participants in the Solicitation Univar, Nexeo and each of their directors, executive o_ cers and certain other employees may be deemed to be participants in the solicitation of proxies from Univar’s shareholders and consents from Nexeo’s shareholders in respect of the proposed transaction between Univar and Nexeo. Information regarding Univar’s directors and executive o_ cers is contained in Univar’s proxy statement for its 2018 annual meeting, which was fi led with the SEC on March 20, 2018. Information regarding Nexeo’s directors and executive o_ cers is contained in Nexeo’s proxy statement for its 2018 annual meeting, which was fi led with the SEC on December 14, 2017. Investors and security holders may obtain additional information regarding the interests of such participants by reading the prospectus/joint proxy and consent solicitation statement when it becomes available, which may be obtained as described in the paragraphs above.