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    Sealed Air To Acquire Diversey For $4.3 Billion

    Creates a global leader in sustainable solutions that provide hygiene, protection, food safety and security

    Sealed Air Corp. has entered into a definitive agreement to acquire and Diversey Holdings, Inc., a leading solutions provider to the global cleaning and sanitization market, in a transaction valued at $4.3 billion.

    Under the terms of the deal, which is expected to be completed in 2011 and accretive to earnings in the first full year following completion, Diversey shareholders will receive $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock valued at $25.68 per share based on Sealed Air’s closing stock price on May 31, 2011, for a total equity consideration of $2.9 billion. Upon closing of the transaction, Diversey shareholders are expected to own approximately 15 percent of Sealed Air common stock.

    Diversey, a privately-owned company, is controlled by members of the Johnson family and Clayton, Dubilier & Rice, LLC, provides cleaning, sanitization and hygiene solutions to industrial and retail customers in the food and beverage, food service, health care, and lodging sectors, as well as to building service contractors worldwide. In 2010, Diversey generated net sales of $3.1 billion and adjusted EBITDA of $453 million. Diversey employs more than 10,000 people worldwide and operates in more than 60 countries.

    “This transaction represents a strategic growth opportunity that leverages Sealed Air’s core competencies and positions our company to further capitalize on the megatrends that drive both businesses,” said William V. Hickey, president and CEO of Sealed Air. “With Diversey, we will expand our footprint beyond specialty packaging solutions by gaining entry into a $40+ billion chemical cleaning and hygiene industry that has attractive fundamentals and is already in our value chain. This combination is also financially compelling, and we expect it to deliver enhanced earnings per share and free cash flow generation, creating meaningful value for our shareholders.”

    Edward F. Lonergan, Diversey president and CEO, said the deal will afford the company with opportunities to grow with Sealed Air “through increased scale and expanded reach. We share a culture of innovation and a global vision for our business. Like Sealed Air, Diversey is committed to sustainable solutions, both in terms of our business and in terms of helping our customers protect human health while reducing waste generation and consumption of natural resources. I am confident that this is a winning combination for our employees and customers around the world.”

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