As previously disclosed, on February 28, 2019, Univar Inc. (“Univar”), a Delaware corporation, completed its acquisition of Nexeo Solutions, Inc. (“Nexeo”), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the “Agreement”), among Univar, Nexeo, Pilates Merger Sub I Corp (“Merger Sub I”), a Delaware corporation and direct wholly owned subsidiary of Univar, and Pilates Merger Sub II LLC (“Merger Sub II”), a Delaware limited liability company and a direct wholly owned subsidiary of Univar. Pursuant to the Agreement, Nexeo merged (the “Initial Merger”) with and into Merger Sub I, with Nexeo surviving the Initial Merger and subsequently merging with and into Merger Sub II, with Merger Sub II remaining as the surviving company in the subsequent merger (the “Subsequent Merger” and, collectively, the “Mergers”).
Pursuant to the Agreement, each share of Nexeo common stock, par value $0.0001 per share (the “Nexeo Common Stock”) was converted into the right to receive $3.02 in cash, plus 0.305 of a share of Univar common stock, par value $0.01 per share, with cash to be issued in lieu of fractional shares pursuant to the terms of the Agreement (collectively, the “Merger Consideration”).
Beginning on March 4, 2019, Broadridge Financial Solutions, on behalf of Merger Sub II, mailed a notice required by Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) to former stockholders of Nexeo regarding appraisal rights with respect to shares of Nexeo Common Stock. Mailing of the required notice will be completed as of March 8, 2019. Stockholders should review the notice and Section 262 of the DGCL carefully to understand their rights. Pursuant to Section 262 of the DGCL, the expiration date for former stockholders of Nexeo to exercise their appraisal rights is Thursday, March 28, 2019. If a former stockholder of Nexeo wishes to waive their appraisal rights and receive the Merger Consideration prior to March 28, 2019, such stockholder should contact their broker directly for instructions.
The information in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of Univar under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
