Nexeo Univar Merger Agreement

Closing PriceFif February 28, 2019 at 11:58 a.m.m Eastern Time, Nexeo became a wholly-traded subsidiary of Univar and was no longer traded on the NASDAQ. In accordance with the terms of the merger agreement, each issued and unpaid share of Nexeo`s common shares has been converted into consideration, which consists of 0.305 common shares of Univar (with cash instead of fractions) and $3.02 in cash. The underperformance of the shares payable to former holders of Nexeo common shares and related share premiums consists of approximately 28 million univar common shares, or approximately 16% of Univar`s issued and outstanding common shares after the close of the transaction. The counterparty account transferred at the conclusion of the merger transactions included cash payments and the fair value of Univar`s common shares issued to Nexeo shareholders under the combination agreement. The balance sheet consideration is as follows: Transaction detailsThe merger agreement provides: That each Nexeo share issued and outstanding may be converted into 0.305 shares of Univar`s common share and $3.29 in cash, subject to a closing adjustment for a purchase price of $11.65 per share of Nexeo`s common stock, based on Univar`s closing price on September 14, 2018 of $27.40. The cash payment is subject to a possible reduction of $0.41 per share, based on Univar`s share price prior to the closing of the acquisition. Settlement of Restricted Equity Units Involved in Mergers About Univar SolutionsUnivar Solutions (NYSE: UNVR) is a global distributor of chemicals and ingredients and a provider of value-added services to customers in a wide range of industries. Univar Solutions is a dedicated ally to customers and suppliers with its extensive network of suppliers, regulatory and market knowledge, excellent formulation and revenue development, unprecedented logistics know-how and leading digital tools. For more information, visit Historical financial information has been adjusted to implement (i) items directly attributable to mergers, (ii) de facto supporting and (iii) commercial transactions, which are expected to continue to impact the operating income of the merged entity. Combined, unverified and abbreviated financial information does not affect the potential effects of synergies, operational efficiencies or cost reductions that may result from potential mergers or integration costs. Nexeo PlasticsAn agreement has already been announced that Nexeo Solutions will sell its plastics distribution business (“Nexeo Plastics”) to a subsidiary of One Rock Capital Partners (One Rock Partners) in a transaction valued at approximately $640 million.

The transaction is expected to be completed in the first half of 2019, with net proceeds used for immediate debt repayment. The transaction remains subject to customary closing conditions.