Sherwin-Williams to Acquire Valspar for about One Year

CLEVELAND — Paint and coatings giant Sherwin-Williams Co. has agreed to acquire Valspar Corp., another global coatings supplier and a major player in finishing products for furniture, for $11.3 billion.

CLEVELAND — Paint and coatings giant Sherwin-Williams Co. has agreed to acquire Valspar Corp., another global coatings supplier and a major player in finishing products for furniture, for $11.3 billion.

At $113 per share, the transaction, which has been unanimously approved by the boards of directors of both companies, represents a premium of approximately 41% to Valspar’s volume weighted average price for the 30 days through last Friday.

The transaction broadens Sherwin-Williams’ array of brands and technologies, and accelerates its growth strategy by expanding its global platform.

The deal also adds new capabilities in the packaging and coil segments. The combined company would have pro forma 2015 revenues of approximately $15.6 billion, with approximately 58,000 employees.

“Valspar is an excellent strategic fit with Sherwin-Williams,” said Sherwin-Williams President and CEO John Morikis. “The combination expands our brand portfolio and customer relationships in North America, significantly strengthens our global finishes business, and extends our capabilities into new geographies and applications.

“Customers of both companies will benefit from our increased product range, enhanced technology and innovation capabilities, and the transaction’s clearly defined cost synergies. We have tremendous respect for the expertise and dedication of the Valspar team, and we are excited about the opportunities that this combination will provide to both companies’ employees.”

He said Sherwin-Williams will maintain its headquarters in Cleveland, but the company intends to “to maintain a significant presence in Minneapolis,” where Valspar is based.

Morikis added that once closed, the Valspar acquisition should result in $280 million of estimated annual synergies in the areas of sourcing, sales and administrative costs, and process and efficiency savings within two years. The company has a long-term annual savings target of $320 million.

“We expect this transaction to be immediately accretive excluding one-time costs and meaningfully enhance our cash-flow generation profile,” Morikis concluded.

Gary Hendrickson, chairman and CEO of Valspar, said the transaction delivers immediate and certain cash value to its stockholders.

“We believe that Sherwin-Williams is the right partner to utilize our array of brands and create a premier global coatings company,” Hendrickson said. “The combination of Sherwin-Williams and Valspar will benefit our customers, employees and other stakeholders. We are confident this transaction will create opportunities to accelerate many of the operating initiatives already underway at Valspar. We look forward to positioning Valspar to enter its next phase of growth and success and to working closely with Sherwin-Williams to seamlessly close this transaction. Together we will continue to build on the solid momentum our team has worked so hard to create.”

The transaction is expected to close by the end of the first quarter of 2017 and is subject to the approval of Valspar shareholders and customary closing conditions, including the expiration or termination of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act and regulatory approvals in various other jurisdictions.

Both companies believe that the combination will benefit customers and that it will receive all necessary regulatory clearances.

Given the complementary nature of the businesses, Sherwin-Williams and Valspar believe that no or minimal divestitures should be required to complete the transaction. Under the terms of the merger agreement, in what both companies believe to be the unlikely event that divestitures are required of businesses totaling more than $650 million of Valspar’s 2015 revenues, the transaction price would be adjusted to $105 in cash per Valspar share. Sherwin-Williams would have the right to terminate the transaction in the event that required divestitures exceed $1.5 billion in 2015 revenues.

Sherwin-Williams intends to finance the transaction through a combination of cash on hand, liquidity available under existing facilities and new debt. Sherwin-Williams has obtained committed bridge financing from Citigroup Global Markets in support of the transaction and is committed to maintaining its current dividend and rapid deleveraging using significant free cash flow.

Citi acted as the lead financial advisor to Sherwin-Williams and J.P. Morgan Securities LLC also acted as financial advisor. Jones Day and Weil, Gotshal & Manges LLP are acting as legal advisors to Sherwin-Williams. Goldman Sachs and BofA Merrill Lynch are acting as financial advisors to Valspar and Wachtell, Lipton, Rosen & Katz is acting as its legal advisor.

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