Dive Brief:
- During a special vote Wednesday morning, Sealed Air shareholders approved the proposed acquisition of the company by an affiliate of private equity firm Clayton, Dubilier & Rice.
- This comes days after the European Commission gave its OK for the deal to move forward upon concluding that the “transaction would not raise competition concerns”
- Sealed Air said in a Wednesday news release that the approximately $6.2 billion transaction, first announced in November, is expected to close “in the coming months,” subject to regulatory approvals.
Dive Insight:
Some observers had been keenly watching whether shareholders would be on board with the purchase of Sealed Air, considering the deal’s less traditional path than some others.
When the $6.2 billion deal was announced in November, the terms included a 30-day “go-shop” period during which Sealed Air could actively solicit competing offers. When that period expired in December, the company disclosed that it had received proposals from 22 private equity firms and seven other “strategic parties,” but would proceed with the original purchase offer from CD&R.
There had also been some shareholder pushback, including claims that Sealed Air’s proxy statement was incomplete or misleading, which led to several lawsuits. The company said in a securities filing that the claims were “without merit,” but it subsequently provided supplemental materials for the proxy statement.
Industry analysts are watching to see what CD&R does with the packaging company, if the deal goes through. Analysts have noted recent PE trends of taking certain companies private, as well as splitting up acquired companies to either divest certain business units or combine them with other portfolio companies. CD&R did the latter, for example, when it bought Veritiv and combined it with Orora in 2024.
Prior to CD&R’s bid, Sealed Air had been in a multiyear period of transition. The North Carolina-based company, known for its brands such as Autobag, Bubble Wrap, Cryovac and Liquibox, underwent multiple CEO changes and other C-suite switches, as well as business reorganizations.
The company has been dogged by soft demand, although executives reported during a November earnings call that Sealed Air had marked the first “positive inflection” in its protective material business since 2021. Sealed Air will report Q4 and full-year 2025 earnings on Monday, although it will not hold an earnings call due to the pending acquisition.
