SEC Filing | Diversey, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Diversey Holdings, Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐

No fee required.

☒

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708

Dear Diversey Shareholder,

On behalf of the Board of Directors (the “Board”) of Diversey Holdings, Ltd. (“Diversey,” the “Company,” “we,” “our” or “us”), we invite you to an extraordinary general meeting (the “Special Meeting”) of shareholders of Diversey. The meeting will be held on June 8, 2023 at 10:00 a.m., ET in our offices at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708.

At the Special Meeting, holders of our ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), will be asked to consider and vote on a proposal by special resolution to authorize and approve (a) the Agreement and Plan of Merger (the “Merger Agreement”) entered into on March 8, 2023, by and among the Company, Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), acting by its general partner, Olympus Water Holdings Limited, a Cayman Islands exempted company incorporated with limited liability, and Diamond Merger Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Parent (“Merger Sub”), relating to the proposed acquisition of the Company by Parent, (b) the Plan of Merger required to be filed with the Cayman Islands Registrar of Companies, attached as an exhibit to the Merger Agreement (as it may be amended from time to time, the “Plan of Merger”), and (c) the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (as defined below) of the Company and Merger Sub pursuant to the Companies Act (2023 Revision) of the Cayman Islands (the “Transactions”). Parent and Merger Sub are affiliates of Platinum Equity, LLC (“Platinum”) and affiliates of Solenis LLC, which is a portfolio company of Platinum. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) with the Company continuing as the surviving company as a wholly owned subsidiary of Parent and, pursuant to the Merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Ordinary Shares held by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub, (ii) Ordinary Shares as to which the holder has validly exercised and perfected and not effectively withdrawn or lost their rights to dissent under the applicable provisions of the Companies Act (2023 Revision) of the Cayman Islands, (iii) certain Ordinary Shares (the “Rollover Shares”) held by BCPE Diamond Investor, LP, the Company’s controlling shareholder and an entity advised by Bain Capital Private Equity, LP (the “Bain Shareholder”), which will be transferred and assigned to Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership and affiliate of Platinum (“Topco”), or a subsidiary of Topco, immediately prior to the effective time of the Merger, pursuant to a rollover contribution agreement (the “Rollover Agreement”) entered into in connection with the Merger Agreement and (iv) Ordinary Shares held by the Bain Shareholder that are not Rollover Shares (the “Bain Shares”)) will be cancelled and exchanged at the effective time of the Merger into the right to receive merger consideration of $8.40 in cash without interest and subject to any applicable withholding taxes. The Bain Shares will be cancelled and exchanged at the effective time of the Merger into the right to receive merger consideration of $7.84 in cash without interest and subject to any applicable withholding taxes. The Rollover Shares will be exchanged by the Bain Shareholder immediately prior to the effective time of the Merger for common and preferred units of Topco (or, in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco) in accordance with the terms of the Rollover Agreement (such Rollover Shares being valued at an amount equal to $7.84 per Ordinary Share). The Rollover Shares represent approximately 56.1% of the Ordinary Shares held by the Bain Shareholder immediately prior to the Effective Time (which amount is subject to increase up to approximately 61.5% if, prior to the Closing and pursuant to the Rollover Agreement, Topco elects to cause the Bain Shareholder to contribute additional Ordinary Shares in exchange for additional preferred units of Topco (or a subsidiary thereof)).

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As of May 11, 2023, the Bain Shareholder held approximately 73.0% of the voting power of the Company’s outstanding shares. Ordinary Shares subject to Diversey equity awards will be cancelled at the effective time of the Merger in exchange for (i) in the case of stock options, no consideration, (ii) in the case of restricted stock and certain restricted stock units, the right to receive merger consideration of $8.40 in cash per each Ordinary Share subject to such Diversey equity award, without interest and subject to any applicable withholding taxes, or (iii) in the case of certain other restricted stock units, cash-settled awards subject to certain service-based vesting conditions following the effective time of the Merger.

If the Merger is completed, Diversey will become a privately held company, wholly owned by Parent.

The Board formed a special committee (the “Special Committee”) consisting solely of directors of the Company who are not directly or indirectly affiliated with, and who are otherwise independent from, the Bain Shareholder and Platinum and who are not members of the Company’s management to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee evaluated the Merger, in consultation with the Company’s management and its own independent legal and financial advisors and considered various material factors. After careful consideration, the Special Committee unanimously (i) determined that the Transactions, including the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Unaffiliated Shareholders, (ii) recommended that the Board approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth therein, (iii) recommended that the Board approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iv) recommended that the Board direct that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (v) recommended that the Board resolve to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

Based in part on the unanimous recommendation of the Special Committee, the Board has unanimously (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein, (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolved to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

At the Special Meeting, shareholders will also be asked to consider and vote on the proposal by ordinary resolution to approve, on an advisory and non-binding basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger. The Board unanimously recommends that you vote “FOR” this proposal.

The enclosed proxy statement describes the Merger Agreement, the Plan of Merger and the Merger and provides specific information concerning the Special Meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission. We urge you to, and you should, read the entire proxy statement carefully, and its appendices, as well as the Merger Agreement and the Plan of Merger, as it sets forth the details of the Merger Agreement and the Plan of Merger, the related Schedule 13E-3 and other important information related to the Merger.

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Your vote is very important regardless of the number of Ordinary Shares you own. Whether or not you plan to attend the Special Meeting, please mark, validly sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone or over the Internet (please follow the instructions for voting by telephone or Internet on your proxy card). The Merger cannot be completed unless shareholders holding at least two-thirds of the Ordinary Shares present and voting in person or by proxy at the Special Meeting affirmatively vote in favor of the proposal by special resolution to authorize the Merger Agreement, the Plan of Merger and the Transactions. If you (i) attend the Special Meeting in person or by proxy and abstain from voting, the effect will be, among other things, that your shares will count towards the quorum at the Special Meeting, but will not count as a vote cast at the Special Meeting or (ii)(a) fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the Special Meeting and cast your vote in person or (b) fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards quorum at the Special Meeting, and if a quorum is present, will have no effect on the outcome of any of the Special Meeting proposals.

While shareholders may exercise their right to vote their Ordinary Shares in person, we recognize that many shareholders may not be able to attend the Special Meeting or may wish to have their Ordinary Shares voted by proxy even if they are able to attend. Accordingly, we have enclosed a proxy card that will enable your Ordinary Shares to be voted on the matters to be considered at the Special Meeting regardless of whether you are able to attend. Submitting a proxy will ensure that your Ordinary Shares are represented at the Special Meeting, but will not prevent you from submitting a subsequent proxy to change your voting instructions or from voting your Ordinary Shares in person if you subsequently choose to attend the Special Meeting.

If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares as a “beneficial owner,” you should follow the directions provided by your brokerage firm, bank or other nominee regarding how to instruct your brokerage firm, bank or other nominee to vote your Ordinary Shares at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, without following those instructions or obtaining a “legal proxy” to vote your Ordinary Shares through your brokerage firm, bank or other nominee, your Ordinary Shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting.

For additional information about the Merger, assistance in submitting proxies or voting Ordinary Shares, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

509 Madison Avenue
Suite 1206
New York, NY, 10022

Shareholders Call Toll Free: (800) 662-5200
All Others Call Collect: (203) 658-9400
E-mail: DSEY@investor.morrowsodali.com

On behalf of the Board of Directors, we would like to express our appreciation for your continued interest in Diversey.

Sincerely,

/s/ Philip Wieland

Philip Wieland,
Chief Executive Officer and Director

/s/ Eric Foss

Eric Foss,
Non-Executive Chair of the Board

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Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 15, 2023 and is first being mailed to Diversey shareholders on or about May 15, 2023.

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1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708

Notice of Special Meeting of Shareholders

Notice is hereby given that an extraordinary general meeting (the “Special Meeting”) of shareholders of Diversey Holdings, Ltd. (“Diversey” or the “Company”) will be held on June 8, 2023 at 10:00 a.m., ET, at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708. Shareholders of record at the close of business on May 11, 2023 are entitled to vote at the Special Meeting. You have received these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote your Ordinary Shares at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon the following resolutions:

1. THAT, as a special resolution, (a) the Agreement and Plan of Merger (the “Merger Agreement”) entered into on March 8, 2023, by and among the Company, Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), acting by its general partner, Olympus Water Holdings Limited, a Cayman Islands exempted company incorporated with limited liability, and Diamond Merger Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Parent (“Merger Sub”), relating to the proposed acquisition of the Company by Parent, (b) the Plan of Merger required to be filed with the Cayman Islands Registrar of Companies, attached as an exhibit to the Merger Agreement (as it may be amended from time to time, the “Plan of Merger”), and (c) the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger of the Company and Merger Sub pursuant to the Companies Act (2023 Revision) of the Cayman Islands (the “Transactions”) be authorized and approved in all respects. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

2. THAT, as an ordinary resolution, on a non-binding, advisory basis, payment of specified compensation that may become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger as disclosed in this proxy statement pursuant to Item 402(t) of Regulation S-K under this proxy statement’s section entitled “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the corresponding table and the footnotes thereto, be approved.

Our Board has fixed the close of business on May 11, 2023 as the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the Special Meeting. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting. Each shareholder entitled to vote at the Special Meeting is entitled to one vote for each Ordinary Share held by such shareholder on the record date.

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interests of the Unaffiliated Shareholders, (ii) recommended that the Board approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth therein, (iii) recommended that the Board approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iv) recommended that the Board direct that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (v) recommended that the Board resolve to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

The Board has, based in part on the unanimous recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Merger upon the terms and the conditions set forth therein, (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolved to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

The Board, based in part on the unanimous recommendation of the Special Committee, unanimously recommends that the Company’s shareholders vote “FOR” the proposal by special resolution to authorize the Merger Agreement, the Plan of Merger and Transactions (the “Merger Proposal”). The Board also unanimously recommends that the Company’s shareholders vote “FOR” the advisory and non-binding proposal by ordinary resolution to approve specified compensation that may become payable to the Company’s named executive officers in connection with the Merger (the “Named Executive Officer Merger-Related Compensation Proposal”).

As of May 11, 2023, BCPE Diamond Investor, LP (the “Bain Shareholder”) held approximately 73.0% of the voting power of the Company’s outstanding shares.

Under Cayman Islands law, if the Merger is completed, shareholders who provide written objection to the Merger before the vote at the Special Meeting to authorize the Merger Agreement, the Plan of Merger and the Transactions, and thereafter perfect and do not withdraw their dissent will have the right to be paid the fair value of their shares, as ultimately determined by the Grand Court of the Cayman Islands, provided that they comply with all of the requirements of Section 238 of the Companies Act (2023 Revision) of the Cayman Islands (the “CICA”). This fair value amount could be more than, the same as or less than the per share Merger Consideration provided to shareholders (other than the Bain Shareholder) of $8.40 per Ordinary Share payable pursuant to the terms of the Merger Agreement. Dissenters’ rights are available only to registered holders of Ordinary Shares. Section 238 of the CICA is reproduced in its entirety in Annex H to the accompanying proxy statement and is incorporated into this proxy statement by reference.

In order for the Merger to be completed, the Merger Proposal must be approved by a special resolution of the Company passed by an affirmative vote of holders of shares representing at least two-thirds of the shares present and voting in person or by proxy at the Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting in person, please mark, validly sign, date and return the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone or over the Internet as promptly as possible to ensure that your Ordinary Shares are represented at the Special Meeting. Please follow the instructions for voting by telephone or Internet on your proxy card. If you receive more than one proxy because you own Ordinary Shares registered in different names or addresses, each proxy should be submitted.

If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. You also may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement.

If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you should instruct your bank, brokerage firm or other nominee how to vote your Ordinary Shares in accordance with

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the voting instruction form that you will receive from your bank, brokerage firm or other nominee. Your bank, brokerage firm or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your specific instructions.

	May 15, 2023			On behalf of the Board of Directors,
				/s/ Michael Chapman Michael Chapman Secretary

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YOUR VOTE IS IMPORTANT

Whether or not you are able to attend the Special Meeting in person, please follow the instructions included on the enclosed proxy card and submit your proxy by telephone or over the Internet, or mark, validly sign and date the enclosed proxy card and return it in the postage-paid envelope provided as promptly as practicable. Please follow the instructions for voting by telephone or Internet on your proxy card. If you have Internet access, the Company encourages you to submit your proxy over the Internet. Submitting a proxy over the Internet, by telephone or by mail will not limit your right to vote in person at the Special Meeting.

If you (i) attend the Special Meeting in person or by proxy and abstain from voting, the effect will be, among other things, that your shares will count towards the quorum at the Special Meeting, but will not count as a vote cast at the Special Meeting or (ii)(a) fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the Special Meeting and cast your vote in person or (b) fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards quorum at the Special Meeting, and if a quorum is present, will have no effect on the outcome of any of the Special Meeting proposals.

If you return a validly signed and dated proxy card but do not mark the box showing how you wish to vote, your Ordinary Shares will be voted “FOR” the Merger Proposal and “FOR” the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

ADDITIONAL INFORMATION

509 Madison Avenue
Suite 1206
New York, NY, 10022

Shareholders Call Toll Free: (800) 662-5200
All Others Call Collect: (203) 658-9400
E-mail: DSEY@investor.morrowsodali.com

If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you should also contact your brokerage firm, bank or other nominee for additional information.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON JUNE 8, 2023.

The proxy statement is available in the “Investor Relations” section of the Company’s website at https://ir.diversey.com. The information contained on, or accessible through, the Company’s website is not incorporated in, and does not form a part of, the proxy statement or any other report or document filed by or furnished to the Securities and Exchange Commission by the Company.

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	DEFINED TERMS					iv
	SUMMARY TERM SHEET					1
	QUESTIONS AND ANSWERS ABOUT THE MERGER, THE PLAN OF MERGER AND THE SPECIAL MEETING					12
	SPECIAL FACTORS					18
	Background of the Merger					18
	Recommendation of the Diversey Board of Directors and Special Committee					27
	Reasons for the Merger					27
	Opinion of the Special Committee’s Financial Advisor					34
	Reasons of the Parent Entities for the Merger					43
	Position of the Parent Entities as to the Fairness of the Merger					43
	Reasons of the Bain Shareholder for the Merger					44
	Position of the Bain Shareholder as to the Fairness of the Merger					44
	Plans for the Company After the Merger					46
	Certain Effects of the Merger					46
	Certain Effects on the Company if the Merger is Not Completed					48
	Management Projections					48
	Interests of the Company’s Directors and Executive Officers in the Merger					51
	Intent of Diversey’s Directors and Executive Officers to Vote in Favor of the Merger					57
	Intent of the Bain Shareholder to Vote in Favor of the Merger					58
	Certain Material U.S. Federal Income Tax Consequences of the Merger					58
	Financing of the Merger					60
	Limited Guarantee					62
	Voting Agreement					62
	Rollover Agreement					62
	Tax Indemnity Agreement					63
	TRA Termination Agreement					63
	Fees and Expenses					63
	Delisting and Deregistration of Ordinary Shares					64
	Regulatory Approvals					64
	Litigation Related to the Merger					64
	CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS					65
	THE SPECIAL MEETING					67
	Date, Time, Place and Purpose of the Special Meeting					67
	Record Date and Quorum					67
	Vote Required for Approval					67
	Voting Agreement					68
	Voting and Proxies					68
	Revocation of Proxies					69
	Solicitation of Proxies					69
	Shareholder List					69
	Questions and Additional Information					70

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	PROPOSALS SUBMITTED TO DIVERSEY SHAREHOLDERS					71
	Proposal 1. The Merger Proposal					71
	Proposal 2. The Named Executive Officer Merger-Related Compensation Proposal					73
	THE COMPANIES					74
	THE MERGER AGREEMENT					75
	The Merger					75
	The Merger Consideration and the Conversion of Ordinary Shares					75
	Payment Procedures					76
	Representations and Warranties					76
	Conduct of the Company’s Business During the Pendency of the Merger					80
	The Special Meeting					82
	Non-Solicitation					83
	Superior Proposals					84
	Diversey Board Recommendation					85
	Intervening Event					85
	Acquisition Proposal					86
	Treatment of Equity Compensation Awards					87
	Financing Arrangements					88
	Directors’ and Officers’ Indemnification and Insurance					92
	Other Covenants and Agreements					93
	Reasonable Best Efforts					95
	Conditions to the Merger					95
	Termination of the Merger Agreement					97
	Termination Fees and Expenses					98
	Effect of Termination					99
	Employee Compensation and Benefits					99
	Specific Performance					100
	Governing Law					100
	PROVISIONS FOR UNAFFILIATED SHAREHOLDERS					101
	IMPORTANT INFORMATION REGARDING THE COMPANY					102
	Company Background					102
	Directors and Executive Officers					102
	Prior Public Offerings					105
	Certain Transactions in the Ordinary Shares					106
	Past Contracts, Transactions, Negotiations and Agreements					106
	Book Value per Ordinary Share					107
	IMPORTANT INFORMATION REGARDING THE PARENT ENTITIES AND THE BAIN SHAREHOLDER					108
	The Parent Entities					108
	The Bain Shareholder					109
	DISSENTING SHAREHOLDER RIGHTS UNDER THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS					111
	CURRENT MARKET PRICE OF ORDINARY SHARES					113
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					114

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	FUTURE SHAREHOLDER PROPOSALS					116
	HOUSEHOLDING					117
	WHERE YOU CAN FIND MORE INFORMATION					118
	ANNEX A—AGREEMENT AND PLAN OF MERGER					A-1
	ANNEX B—PLAN OF MERGER					B-1
	ANNEX C—VOTING AGREEMENT					C-1
	ANNEX D—ROLLOVER AGREEMENT					D-1
	ANNEX E—TAX INDEMNITY AGREEMENT					E-1
	ANNEX F—TRA TERMINATION AGREEMENT					F-1
	ANNEX G—OPINION OF EVERCORE GROUP L.L.C.					G-1
	ANNEX H—SECTION 238 OF THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS					H-1

iii

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DEFINED TERMS

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

•

2022 Bonus RSU means each Company RSU identified as a “2022 Bonus RSU” under the Merger Agreement.

•

Alternative Financing means alternative debt financing in amounts (after taking into consideration the amount of the Financing that is available) equal to or greater than the Required Amount.

•

Antitrust Laws means the Sherman Antitrust Act, the Clayton Antitrust Act, the HSR Act, the Federal Trade Commission Act and all other laws and regulations that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments to or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the Merger.

•

Bain Consideration means $7.84 per Ordinary Share, in cash, without interest and subject to any applicable withholding taxes.

•

Bain Shareholder means BCPE Diamond Investor, LP, the Company’s controlling shareholder and an entity advised by Bain Capital Private Equity, LP.

•

Bain Shares means the Ordinary Shares held by the Bain Shareholder (or any of its Permitted Transferees (as defined in the Voting Agreement)) immediately prior to the Effective Time that are not Rollover Shares.

•

BCPE Cayman means BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted company.

•

Board means the Board of Directors of the Company.

•

Board Recommendation means the Board’s unanimous resolutions (i) determining that it is in the best interests of the Company, and declaring it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approving the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) directing that the Merger Agreement and the Plan of Merger be submitted to the Company shareholders for approval; and (iv) resolving to recommend that the Company shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

•

Borrower means Olympus Water US Holding Corp., a direct wholly owned subsidiary of Parent.

•

Cause means, (i) for an individual covered by an individual employment or services agreement that includes a definition of “cause” (or term of similar import), “cause” (or term of similar import), as defined in such agreement, and (ii) for any other holder, “cause” as defined in the Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan, which is defined as (1) the participant’s plea of guilty or nolo contendere to, conviction of, or indictment for, any crime (whether or not involving the Company or its affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, an adverse impact on the performance of the participant’s duties to the service recipient, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its affiliates; (2) conduct of the Participant, in connection with his or her employment or service, that has resulted, or could reasonably be expected to result, in injury to the business or reputation of the Company or its affiliates; (3) any material violation of the policies of the service recipient, including, but not limited to, those relating to sexual harassment, ethics, discrimination, or the disclosure or misuse of confidential information, or those set forth in the manuals, or statements of policy of the service recipient; (4) the participant’s act(s) of negligence or willful misconduct in the course of his or her employment or service with the service recipient; (5) misappropriation by the participant of any assets or business opportunities of the Company or its affiliates; (6) embezzlement or fraud committed by the participant, at the participant’s direction, or with the participant’s prior actual knowledge; or (7) willful neglect in the performance of the participant’s duties for the service

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recipient or willful or repeated failure or refusal to perform such duties. If, subsequent to the termination of employment or service of such participant for any or no reason (other than a termination for Cause), it is discovered that grounds to terminate the participant’s employment or service for Cause existed, such participant’s employment or service shall, at the discretion of the Parent or the affiliate of Parent employing such participant, be deemed to have been terminated by the Parent or the affiliate of Parent that employs such participant for Cause, and such participant shall be required to repay or return to the Parent or its applicable affiliate all amounts and benefits received by him or her in respect of his or her award following such termination that would have otherwise been forfeited had such termination been for Cause.

•

CICA means the Companies Act (2023 Revision) of the Cayman Islands.

•

Closing means closing of the Merger, subject to and in accordance with the terms and conditions of the Merger Agreement.

•

Closing Date means the date on which the Closing actually occurs pursuant to the terms of the Merger Agreement.

•

Code means the U.S. Internal Revenue Code of 1986, as amended.

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Commitment Letters means, collectively, the Equity Commitment Letter and the Debt Commitment Letter.

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Company means Diversey Holdings, Ltd. (which also includes references to “Diversey,” “our”, “us” and “we”).

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Company Disclosure Letter means the confidential disclosure letter provided by the Company to Parent and Merger Sub on the date of the signing of the Merger Agreement.

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Company Note Offers and Consent Solicitations means, collectively, the Consent Solicitations and the Offers to Purchase.

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Company Options means each option to purchase Ordinary Shares.

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Company Payoff Indebtedness means (i) certain indebtedness outstanding pursuant to the Credit Agreement, (ii) the Senior Notes issued pursuant to the Senior Notes Indenture and (iii) the PNC RPA (in the case of this clause (iii), unless as otherwise agreed by Parent in its sole discretion).

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Company PSU means each Company restricted share unit subject to performance-based vesting conditions.

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Company RSU means each Company restricted share unit subject solely to service-based vesting conditions.

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Company Termination Fee means a fee equal to $92,000,000.

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Consent Solicitations means consent solicitations to obtain from the requisite holders thereof consent to certain amendments to the Senior Notes Indenture.

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Credit Agreement means the Credit Agreement, dated as of September 6, 2017 (as amended through that certain Amendment No. 3, dated as of September 29, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among BCPE Diamond Netherlands Topco, B.V., the Issuer, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the administrative agent, the collateral agent, a lender and a letter of credit issuer.

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D&O Insurance means the Company’s current directors’ and officers’ liability insurance.

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Debt Commitment Letter means the Debt Commitment Letter, dated as of March 8, 2023 (as amended, modified or supplemented (including by waiver or consent) from time to time), by and among the Borrower, Bank of America, N.A., BofA Securities, Inc., Goldman Sachs Bank USA and the other parties thereto.

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Debt Financing means the debt financing contemplated by the Debt Commitment Letter (including any debt securities contemplated to be issued in lieu of any bridge commitments thereunder).

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Definitive Agreement means definitive agreements with respect to the Commitment Letters.

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Dollars and $ means the lawful currency of the United States of America.

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Effective Time means the date and time as the Plan of Merger is duly filed with the Registrar of Companies of the Cayman Islands (or on the date as may be agreed in writing by Merger Sub and the Company (with the prior written consent of the Special Committee) and specified in the Plan of Merger in accordance with the CICA).

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Equity Commitment Letter means the Equity Commitment Letter, dated as of March 8, 2023 (as amended modified or supplemented (including by waiver or consent) from time to time), by and among Parent and the Platinum Entities.

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Equity Financing means the $950,000,000 aggregate equity contribution contemplated by the Equity Commitment Letter.

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Evercore means Evercore Group L.L.C.

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Exchange Act means the Securities Exchange Act of 1934, as amended.

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Excluded Shares means (i) Owned Company Shares, (ii) Ordinary Shares as to which the holder has validly exercised and perfected and not effectively withdrawn or lost their rights to dissent under the applicable provisions of the CICA and (iii) the Rollover Shares.

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Fiduciary Out Period means the period from the date of the Merger Agreement until the date that is 30 business days following the date of the Merger Agreement or April 19, 2023.

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Financing means, collectively, the Debt Financing and the Equity Financing.

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Foreign Investment Laws mean all laws and regulations that are designed to regulate transactions involving foreign investments, including transactions that are likely to pose a threat to public interest and national security.

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General Partner means Olympus Water Holdings Limited, a Cayman Islands exempted company incorporated with limited liability.

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Good Reason means the occurrence, without the express prior written consent of the participant, of any of the following events: (i) a reduction in the participant’s annual base salary or target annual cash bonus opportunity or commission compensation opportunity or (ii) the relocation of the participant’s principal place of employment by more than 25 miles from participant’s principal place of employment as of the Closing Date. Notwithstanding the foregoing, “good reason” shall not exist if the participant has not provided the Company with written notice of the circumstances constituting “good reason” within thirty days of the initial occurrence of the event, allowed the Company thirty days to cure such circumstances, and terminated participant’s employment for good reason within ninety days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.

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Governmental Authority means any government, governmental, administrative, self-regulatory or regulatory entity or body, department, commission, board, agency or instrumentality, or other legislative, executive or judicial governmental entity, and any court, sovereignty, tribunal or judicial body, in each case whether federal, state, county or provincial, and whether local or foreign.

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Holdings UK means Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales.

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HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

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Investor Rights Agreement means the Investor Rights Agreement, dated as of March 29, 2021, by and among the Company, the Bain Shareholder and certain co-investors and members of management who hold Ordinary Shares.

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IPO means the March 29, 2021 initial public offering of 46,153,846 Ordinary Shares at a public offering price of $15.00 per Ordinary Share, in which the Company received approximately $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses.

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IRS means the United States Internal Revenue Service or any successor thereto.

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Issuer means Diamond (BC) B.V., a private limited liability company incorporated under the laws of the Netherlands.

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Lenders means Bank of America, N.A., Goldman Sachs Bank USA and such other lenders that become party to the Debt Commitment Letter.

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Limited Guarantee means the Limited Guarantee, dated as of March 8, 2023 (as amended, modified or supplemented (including by waiver or consent) from time to time), executed by the Platinum Entities and the Company.

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Merger means the proposed merger of Merger Sub with and into the Company pursuant to the Merger Agreement and Plan of Merger in accordance with the applicable provisions of the CICA, with the Company surviving the Merger as the Surviving Company and a direct, wholly owned subsidiary of Parent.

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Merger Agreement means the Agreement and Plan of Merger, dated as of March 8, 2023, by and among Parent, Merger Sub and the Company, as such agreement may be amended from time to time, which is attached to this proxy as Annex A.

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Merger Consideration means $8.40 per Ordinary Share, in cash, without interest and subject to any applicable withholding taxes.

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Merger Proposal means the proposal by special resolution to authorize the Merger Agreement, the Plan of Merger and the Transactions.

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Merger Sub means Diamond Merger Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Parent.

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Morrow Sodali means Morrow Sodali Global LLC.

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Named Executive Officer Merger-Related Compensation Proposal means the advisory and non-binding proposal by ordinary resolution on specified compensation that may become payable to the Company’s named executive officers in connection with the Merger (commonly known as “say-on-golden parachutes”).

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Nasdaq means The Nasdaq Global Select Market.

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New Plans means any benefit plans comparable to the Old Plans maintained by Parent or any of its subsidiaries, including the Surviving Company.

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Offers to Purchase means offers to purchase any or all of the outstanding series of the Senior Notes for cash (including any “change of control” offer).

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Old Plans means the employee benefit plans in which continuing employees participate immediately before the Effective Time.

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Ordinary Shares means the Company’s ordinary shares, par value $0.0001 per share.

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Owned Company Shares means Ordinary Shares held by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub.

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Parent means Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership.

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Parent Entities means each of Merger Sub, Parent and the Platinum Entities.

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Parent Termination Fee means a fee equal to $125,000,000.

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Payment Agent means a nationally recognized bank or trust company reasonably acceptable to the Special Committee to act as payment agent for Merger.

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Plan of Merger means the Plan of Merger required to be filed with the Cayman Islands Registrar of Companies (as it may be amended from time to time), which is attached to this proxy as Annex B.

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Platinum IV means Platinum Equity Capital Partners IV, L.P., a Delaware limited partnership.

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Platinum V means Platinum Equity Capital Partners V, L.P., a Delaware limited partnership.

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Platinum Entities means Platinum IV and Platinum V.

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Platinum means Platinum Equity, LLC.

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PNC RPA means the Amended and Restated Receivables Purchase Agreement, dated as of October 25, 2021 (as amended through the Second Amendment, dated as of June 17, 2022), by and among Diversey NA SPE LLC, as seller, the other parties from time to time party thereto and PNC Bank, National Association, as administrative agent.

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Redemption Notices means any customary notices of redemption in form and substance reasonably satisfactory to Parent.

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Representatives means, with respect to any person, such person’s directors, officers, employees, consultants, agents, representatives and advisors.

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Required Amount means cash proceeds sufficient to pay all amounts required to be paid on the Closing Date by Parent under the Merger Agreement, including any repayment or refinancing of the Company Payoff Indebtedness, and all related fees and expenses in connection with the Transactions.

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Requisite Shareholder Approval means the vote of the Company shareholders sufficient to approve the Merger Proposal.

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Restricted Ordinary Share means Ordinary Shares (other than any Bain Shares or any Owned Company Shares) which are subject to vesting or certain specified restrictions on transfer, other than general restrictions pursuant to the Securities Act or similar applicable law.

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Retention RSU means each Company RSU identified as a “Retention RSU” under the Merger Agreement.

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Rollover Agreement means the Rollover Contribution Agreement, dated as of March 8, 2023 (as may be amended, restated or otherwise modified from time to time), by and among the Bain Shareholder and Topco.

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Rollover Shares means the Ordinary Shares transferred and assigned by the Bain Shareholder to Topco (or, to the extent applicable, a subsidiary of Topco) pursuant to the Rollover Agreement immediately prior to the Effective Time.

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Schedule 13E-3 means a Rule 13e-3 Transaction Statement on Schedule 13E-3 relating to the Transactions (including any amendment or supplement thereto).

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SEC means the Securities and Exchange Commission.

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Securities Act means the Securities Act of 1933, as amended.

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Senior Notes means the 4.625% Senior Notes due 2029 issued pursuant to the Senior Notes Indenture.

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Senior Notes Indenture means the Indenture, dated as of September 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms), by and among the Issuer, as issuer, the guarantors party thereto from time to time, as guarantors, and the Trustee.

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SOFR means the Secured Overnight Financing Rate.

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Special Committee means the special committee formed by the Board consisting solely of directors of the Company who are not directly or indirectly affiliated with, and who are otherwise independent from, the Bain Shareholder and Platinum and who are not members of the Company’s management to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger.

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Special Committee Recommendation means the Special Committee’s unanimous recommendation (i) determining that the proposed Transactions, including the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Unaffiliated Shareholders, (ii) that the Board approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth

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therein, (iii) that the Board approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iv) that the Board direct that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (v) that the Board resolve to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

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Special Meeting means the extraordinary general meeting of the shareholders of the Company to be held for the purpose of obtaining the Requisite Shareholder Approval on June 8, 2023 starting at 10:00 a.m., ET, at the Company’s offices at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708.

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Surviving Company means the surviving company of the Merger in accordance with the terms of the Merger Agreement, as described in “The Merger Agreement—The Merger.”

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Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of March 8, 2023, by and among Parent, acting by its General Partner, Merger Sub, the Company, Holdings UK, Topco, the Bain Shareholder and BCPE Cayman, as representative to the shareholders.

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Tax Receivable Agreement means the Company’s existing Tax Receivable Agreement, dated as of March 24, 2021, by and among the Company, Holdings UK, BCPE Cayman, as representative to the shareholders, and the other parties thereto.

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Termination Date means 11:59 p.m. ET on December 8, 2023.

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TIN means taxpayer identification number.

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Topco means Olympus Water Holding I, L.P., a Cayman Islands exempted limited partnership and affiliate of Platinum and, following the consummation of the Merger, an indirect parent of the Company.

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TRA RSU means each Company RSU identified as a “TRA RSU” under the Merger Agreement.

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TRA Termination Agreement means the Tax Receivable Termination Agreement, dated as of March 8, 2023 (as amended, modified or supplemented (including by waiver or consent) from time to time), by and among the Company, Holdings UK and BCPE Cayman.

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Transaction Bonus RSU means each Company RSU identified as a “Transaction Bonus RSU” under the Merger Agreement.

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Transactions means the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger of the Company and Merger Sub pursuant to the CICA.

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Trustee means Wilmington Trust, National Association.

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Unaffiliated Shareholders means the Company’s unaffiliated security holders as defined under Rule 13e-3 of the Exchange Act.

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Unvested Closing RSU means each Company RSU identified as an “Unvested Closing RSU” under the Merger Agreement.

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Unvested Company PSU means each Company PSU that is outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU.

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Unvested IPO Celebration RSU means each Company RSU identified as an “Unvested IPO Celebration RSU” under the Merger Agreement.

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Unvested IPO RSU means each Company RSU identified as an “Unvested IPO RSU” under the Merger Agreement.

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Unvested Non-IPO RSU means each Company RSU identified as an “Unvested Non-IPO RSU” under the Merger Agreement.

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Vested Company PSU means each Company PSU that is outstanding and vested as of immediately prior to the Effective Time.

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Vested Company RSU means each Company RSU that is vested as of immediately prior to the Effective Time.

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Voting Agreement means the Voting Agreement, dated as of March 8, 2023 (as amended, modified or supplemented (including by waiver or consent) from time to time), by and among the Bain Shareholder, the Company and Parent.

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SUMMARY TERM SHEET

The following summary highlights information in this proxy statement related to the Merger and may not contain all the information that is important to you. Accordingly, the Company encourages you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement, as well as the related Schedule 13E-3. Each item in this summary includes a page reference directing you to a more complete description of the item in this proxy statement.

Since the transactions contemplated by the Merger Agreement, including the Merger, constitute a “going-private” transaction under SEC rules, the Company, the Parent Entities and certain affiliates of the Bain Shareholder have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the Transactions, including the Merger. You may obtain any additional information about the Schedule 13E-3 under the caption “Where You Can Find More Information.”

The Companies (Page 74)

Diversey Holdings, Ltd. Diversey is a Cayman Islands exempted company. Diversey’s purpose is to go beyond clean to take care of what’s precious through leading hygiene, infection prevention, and cleaning solutions. Diversey develops and delivers innovative, mission-critical products, services and technologies that save lives and protect the environment. Diversey’s fully integrated suite of solutions combines patented chemicals, dosing and dispensing equipment, cleaning machines, services and ancillary digital analysis and serves more than 85,000 customers in over 80 countries via its network of approximately 9,000 employees globally. Diversey’s Ordinary Shares are listed on Nasdaq under the symbol “DSEY.”

Diversey Holdings, Ltd.
Attention: Secretary
1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708
(803) 746-2200

Olympus Water Holdings IV, L.P. Parent is a Cayman Islands exempted limited partnership, acting by its General Partner. Parent is an affiliate of Platinum and Solenis LLC (“Solenis”), which is a portfolio company of Platinum. Solenis (together with its affiliates) is a leading global producer of specialty chemicals focused on delivering sustainable solutions for water-intensive industries, including the pulp, packaging paper and board, tissue and towel, oil and gas, petroleum refining, chemical processing, mineral processing, biorefining, power, municipal and pool and spa markets.

Olympus Water Holdings IV, L.P.
c/o Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850

Diamond Merger Limited. Merger Sub is a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Parent. Merger Sub was incorporated on March 1, 2023 by Parent solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the Transactions and the related Financing. Upon consummation of the Merger, Merger Sub will cease to exist, and Diversey will continue as the Surviving Company and as a wholly owned subsidiary of Parent.

Diamond Merger Limited
c/o Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850

The Special Meeting (Page 67)

Date, Time and Place. The Special Meeting will be held on June 8, 2023 starting at 10:00 a.m., ET, at the Company’s offices at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708.

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Purpose. At the Special Meeting, holders of the Ordinary Shares will be asked to consider and vote upon (1) the Merger Proposal and (2) the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal. The Company is not currently aware of any other business to come before the Special Meeting.

Record Date and Quorum. You are entitled to vote at the Special Meeting if you owned Ordinary Shares at the close of business on May 11, 2023, the record date for determining the shareholders entitled to notice of and to vote at the Special Meeting. You will have one vote for each Ordinary Share that you owned on the record date. As of May 11, 2023, there were 324,579,219 Ordinary Shares issued and outstanding and entitled to vote. Each Ordinary Share is entitled to one vote. A simple majority of the outstanding Ordinary Shares in issue, present in person or represented by proxy, will constitute a quorum for purposes of the Special Meeting. Given that the Bain Shareholder owns greater than 50% of the Ordinary Shares, the Special Meeting will be quorate unless the Bain Shareholder or its successors and assigns or affiliates are not in attendance.

Voting and Proxies. Any shareholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet or by marking, signing, dating and returning the enclosed proxy card by mail. Please follow the instructions for voting by telephone or Internet on your proxy card. Shareholders of record entitled to vote may also vote in person at the Special Meeting. If you intend to submit your proxy by telephone or over the Internet, you must do so by 11:59 p.m. ET on June 7, 2023. Even if you plan to attend the Special Meeting, to ensure that your Ordinary Shares are voted, please submit a proxy to vote your Ordinary Shares by marking, signing, dating and returning the enclosed proxy card or by using the telephone number printed on your proxy card or by using the Internet voting instructions printed on your proxy card.

If you submit your proxy but do not indicate how you wish your Ordinary Shares to be voted, your Ordinary Shares will be voted “FOR” the Merger Proposal and “FOR” the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

If any of your Ordinary Shares are held through a brokerage firm, bank or other nominee, you should instruct your brokerage firm, bank or other nominee on how to vote such Ordinary Shares by following the instructions provided by your brokerage firm, bank or other nominee. If any of your Ordinary Shares are held through a brokerage firm, bank or other nominee, you must obtain a “legal proxy” from such nominee in order to vote such Ordinary Shares in person at the Special Meeting. If you fail to provide your nominee with instructions on how to vote your Ordinary Shares, your nominee will not be able to vote such Ordinary Shares at the Special Meeting.

Vote Required. The Merger Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of Ordinary Shares present and voting in person or by proxy and entitled to vote at the Special Meeting.

The approval of the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of Ordinary Shares present and voting in person or by proxy and entitled to vote at the Special Meeting.

A list of the shareholders entitled to vote at the Special Meeting will be available for inspection at the Special Meeting and at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708 during ordinary business hours, for ten days prior to the Special Meeting.

Concurrently with the execution and delivery of the Merger Agreement, the Bain Shareholder (in its capacity as a shareholder of the Company) entered into the Voting Agreement with the Company and Parent, pursuant to which the Bain Shareholder agreed, among other things, to vote its Ordinary Shares in

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favor of the Merger Proposal and to terminate the Investor Rights Agreement immediately prior to the consummation of the transactions contemplated by the Rollover Agreement. The Bain Shareholder held approximately 73.0% of the outstanding Ordinary Shares as of the record date. See “The Special Meeting—Voting Agreement,” beginning on page 68 of this proxy statement, for additional information. A copy of the Voting Agreement is attached as Annex C to this proxy statement.

Revocability of Proxy. Any holder of record of Ordinary Shares may revoke his, her or its proxy at any time before it is voted at the Special Meeting by any of the following actions:

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delivering to the Company’s Secretary a signed written notice of revocation bearing a date later than the date of the proxy, stating that the proxy is revoked;

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attending the Special Meeting and voting such shareholder’s Ordinary Shares in person (your attendance at the meeting will not, by itself, revoke your proxy, you must also vote in person at the Special Meeting);

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signing and delivering a new proxy relating to the same Ordinary Shares and bearing a later date; or

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submitting a new proxy by telephone or over the Internet prior to 11:59 p.m. ET on June 7, 2023.

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Diversey Holdings, Ltd.
1300 Altura Road, Suite 125
Fort Mill, South Carolina, 29708
Attention: Secretary

If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you may change your voting instructions by submitting new voting instructions to your brokerage firm, bank or other nominee in accordance with the instructions provided by your brokerage firm, bank or other nominee. You must contact your nominee to obtain instructions as to how to change or revoke your prior voting instructions.

Background of the Merger (Page 18)

For a description of the background of the Merger, including our discussions with the Parent Entities, see “Special Factors—Background of the Merger.”

Recommendation of the Diversey Board of Directors and Special Committee (Page 27)

The Board formed the Special Committee consisting solely of directors of the Company who are not directly or indirectly affiliated with, and who are otherwise independent from, the Bain Shareholder and Platinum and who are not members of the Company’s management to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee evaluated the Merger, in consultation with the Company’s management and its own independent legal and financial advisors and considered various material factors. After careful consideration, the Special Committee unanimously (i) determined that the Transactions, including the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Unaffiliated Shareholders, (ii) recommended that the Board approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth therein, (iii) recommended that the Board approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Limited Guarantee, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iv) recommended that the Board direct that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (v) recommended that the Board resolve to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

The Board, based in part on the unanimous recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger

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Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein, (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolved to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA. Accordingly, the Board, based in part on the unanimous recommendation of the Special Committee, unanimously recommends that holders of Ordinary Shares vote “FOR” the Merger Proposal at the Special Meeting.

For the factors considered by the Board and Special Committee in reaching its decision to approve and recommend the Merger Agreement and the Plan of Merger, see “Special Factors—Reasons for the Merger” beginning on page 27 of this proxy statement.

The Board also unanimously recommends that holders of Ordinary Shares vote “FOR” the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

Reasons for the Merger (Page 27)

As described above, the Board, based in part on the unanimous recommendation of the Special Committee, unanimously determined to approve and recommend the Merger Agreement and the Plan of Merger. For a description of the Company’s purposes and reasons for the Merger, see “Special Factors—Reasons for the Merger.”

Under the SEC rules governing “going-private” transactions, the Parent Entities and the Bain Shareholder and certain of its affiliates are each an affiliate of the Company and engaged in a “going-private” transaction for purposes of the Merger and, therefore, required to express their respective reasons for the Merger and their respective beliefs as to the fairness of the going private transaction and the Merger to the Company’s Unaffiliated Shareholders. For a description of the Parent Entities’ purposes and reasons for the Merger and their beliefs as to the fairness of the going private transaction and the Merger to the Unaffiliated Shareholders, see “Special Factors—Reasons of the Parent Entities for the Merger” and “Special Factors—Position of the Parent Entities as to the Fairness of the Merger,” respectively. For a description of the Bain Shareholder’s purposes and reasons for the Merger and its beliefs as to the fairness of the going private transaction and the Merger to the Unaffiliated Shareholders, see “Special Factors—Reasons of the Bain Shareholder for the Merger” and “Special Factors—Position of the Bain Shareholder as to the Fairness of the Merger,” respectively.

Opinion of the Special Committee’s Financial Advisor (Page 34, Annex G)

The Special Committee retained Evercore to act as its financial advisor in connection with the Special Committee’s evaluation of the Merger. As part of this engagement, the Special Committee requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Ordinary Shares (other than holders of Bain Shares or Excluded Shares), a group of security holders which the Special Committee considered to be situated substantially similarly to the security holders unaffiliated with the Company generally. At a meeting of the Special Committee held on March 7, 2023, Evercore rendered to the Special Committee its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $8.40 per share to be received by the holders of Ordinary Shares in the Merger was fair, from a financial point of view, to such holders (other than holders of Bain Shares or Excluded Shares).

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as to how any holder of Ordinary Shares should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

See “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 34 of this proxy statement.

Certain Effects of the Merger (Page 46)

The Merger Agreement provides that at the Effective Time, Merger Sub will merge with and into the Company in accordance with the Plan of Merger, and the separate existence of Merger Sub will cease and the Company will continue as the Surviving Company in the Merger as a wholly owned subsidiary of Parent (as described under “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—The Merger”).

If the Merger is completed, each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Bain Shares) will automatically be cancelled and exchanged into the right to receive the Merger Consideration. At the Effective Time, each Owned Company Share will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor and each Bain Share will automatically be cancelled and exchanged into the right to receive the Bain Consideration. The Rollover Shares will be exchanged by the Bain Shareholder immediately prior to the effective time of the Merger for common and preferred units of Topco (or, in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco) in accordance with the terms of the Rollover Agreement (such Rollover Shares being valued at an amount equal to $7.84 per Ordinary Share).

The Merger Consideration of $8.40 per Ordinary Share to be received by shareholders (other than the Bain Shareholder) represents:

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a premium of 41.2% over the $5.95 closing price per Ordinary Share on Nasdaq on March 7, 2023, the trading day prior to the date of the execution of the Merger Agreement; and

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a premium of 59.0% over the volume weighted average price per Ordinary Share on Nasdaq during the 90-day period ended on March 7, 2023.

The Bain Consideration of $7.84 per Ordinary Share to be received by the Bain Shareholder represents:

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a premium of 31.8% over the $5.95 closing price per Ordinary Share on Nasdaq on March 7, 2023, the trading day prior to the date of the execution of the Merger Agreement; and

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a premium of 48.4% over the volume weighted average price per Ordinary Share on Nasdaq during the 90-day period ended on March 7, 2023.

The closing sale price of an Ordinary Share on Nasdaq on May 11, 2023 was $8.24. You are encouraged to obtain current market quotations for an Ordinary Share in connection with voting your Ordinary Shares.

Upon the Closing, Ordinary Shares will no longer be listed on any stock exchange or quotation system and will only represent the right to receive the Merger Consideration or the Bain Consideration (and, in the case of the Rollover Shares, will be exchanged for common and preferred units of Topco (or, in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco)), as applicable (or if you are entitled to and have properly exercised shareholder dissenter rights in accordance with Section 238 of the CICA, the fair value of your Ordinary Shares, together with interest, if any, on the amount determined to be the fair value, subject to Section 238 of the CICA, as determined by the Grand Court of the Cayman Islands). You will not own any shares of the Surviving Company. A copy of the Merger Agreement is attached as Annex A to this proxy statement. A copy of the Plan of Merger is attached as Annex B to this proxy statement. Please read each carefully and in its entirety.

Treatment of Equity Compensation Awards (Page 47)

Diversey equity awards outstanding immediately prior to the Effective Time will be subject to the following treatment:

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Each Company Option outstanding immediately prior to the Effective Time will automatically be cancelled without payment (whether in cash or other consideration).

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Each Restricted Ordinary Share will automatically vest and be cancelled and converted into the right to receive an amount in cash, without interest thereon, equal to the Merger Consideration.

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Each Unvested Non-IPO RSU and Unvested IPO RSU, in each case that is held by a non-employee director of the Company, and each Vested Company PSU, Vested Company RSU and 2022 Bonus RSU will automatically be cancelled and converted into the right to receive an amount in cash, based on the Merger Consideration.

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Each Transaction Bonus RSU and each Unvested IPO RSU that is held by an individual other than a non-employee director of the Company will automatically be cancelled and converted into the right to receive an amount in cash, based on the Merger Consideration, payable on December 31, 2023, subject to continued employment through the payment date, with accelerated vesting protection upon a termination without Cause or for Good Reason (each, a “Qualifying Termination”).

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Each Unvested Company PSU, Unvested Closing RSU, Retention RSU and TRA RSU will automatically be cancelled and converted into the right to receive an amount in cash, based on the Merger Consideration, payable on December 31, 2024, subject to continued employment through the payment date, with accelerated vesting protection upon a Qualifying Termination for each Unvested Company PSU, Unvested Closing RSU and TRA RSU.

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Each Unvested IPO Celebration RSU will automatically be cancelled and converted into the right to receive an amount in cash, based upon the Merger Consideration, payable on March 25, 2024, subject to continued employment through the payment date.

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Each Unvested Non-IPO RSU that is held by an individual other than a non-employee director of the Company will be automatically cancelled and converted into the right to receive cash, based on the Merger Consideration, with 50% payable on December 31, 2023, and 50% payable on December 31, 2024, subject to continued employment through the payment date, with full accelerated vesting upon a Qualifying Termination.

Interests of the Company’s Directors and Executive Officers in the Merger (Page 51)

In considering the recommendation of the Board with respect to the Merger Agreement, the Plan of Merger and the Transactions, you should be aware that the Company’s executive officers and directors have economic interests in the Merger that are different from, or in addition to, those of the Company’s shareholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in reaching its decision to determine that the Transactions are in the best interests of the Company and Unaffiliated Shareholders, and its decision to recommend that shareholders authorize the Merger Agreement, the Plan of Merger and the Transactions. These material interests are summarized below:

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the executive officers and directors of Diversey hold equity-based awards that will be afforded the treatment described under “Special Factors—Treatment of Equity Compensation Awards”;

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the members of the Special Committee received cash fees in connection with their services to the Company with respect to the Merger;

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certain directors of Diversey are affiliated with the Bain Shareholder, which will receive different consideration than the Unaffiliated Shareholders, as described under “Special Factors—Rollover Agreement” and “Special Factors—Reasons of the Bain Shareholder for the Merger”;

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the executive officers of Diversey are entitled to severance benefits pursuant to existing arrangements or statutory requirements;

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certain executive officers of Diversey may enter into letter agreements, acknowledging that they will have “good reason” immediately following the Effective Time, such that if they were to terminate their employment, they would be entitled to certain benefits described below under the section of this proxy statement entitled “Interests of the Company’s Directors and Executive Officers in the Merger—Severance Entitlements”; and

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the executive officers and directors of Diversey are entitled to continued indemnification and insurance coverage following the Merger under the Merger Agreement. Please see the section of this proxy statement entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Certain Material U.S. Federal Income Tax Consequences of the Merger (Page 58)

The receipt of cash in exchange for Ordinary Shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. Shareholders will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the Ordinary Shares surrendered. The tax consequences of the Merger to the Company’s shareholders will depend upon their particular circumstances. Shareholders should consult their own tax advisors to determine the U.S. federal income tax consequences of the Merger to them, as well as tax consequences arising under the laws of any state, local or foreign jurisdiction. For a more detailed summary of the tax consequences of the Merger, see “Special Factors—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page58 of this proxy statement.

Financing of the Merger (Page 60)

On March 8, 2023, Parent entered into the Equity Commitment Letter with each of the Platinum Entities, pursuant to which the Platinum Entities have committed to, directly or indirectly through one or more intermediaries, capitalize Parent at the Closing with the Equity Financing. The Equity Financing is in exchange, directly or indirectly, for equity securities of Parent or its affiliates, solely for the purpose of funding, and to the extent necessary to fund, together with the net proceeds of the Debt Financing, all of the amounts required to be paid by Parent in connection with the Closing, including the aggregate consideration payable under the Merger Agreement to the Diversey shareholders, together with related fees, costs and expenses required to be paid by Parent, Merger Sub or the Surviving Company in connection with the Transactions. The obligation of the Platinum Entities to make the Equity Financing is subject to (a) the satisfaction or waiver by Parent and Merger Sub of all conditions precedent set forth in the Merger Agreement and described under “The Merger Agreement—Conditions to the Merger” to Parent’s and Merger Sub’s obligations to consummate the Closing (other than those conditions that are by their terms to be satisfied at the Closing, but subject to such conditions being capable of being satisfied), (b) the prior or substantially simultaneous closing and funding of the Debt Financing, or the Debt Financing sources having confirmed in writing that the Debt Financing (including any Alternative Financing) is capable of being funded in full at the Closing if the Equity Financing is funded at the Closing and (c) the concurrent Closing. The Equity Commitment Letter provides, among other things, that the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights related to specific performance under the Merger Agreement. The Equity Commitment Letter provides that it may be amended in writing if signed by the Company (with the prior approval of the Special Committee), the Platinum Entities and Parent, provided that the Equity Commitment Letter may be amended by the Platinum Entities without written consent of the Company to reflect any permitted assignment pursuant to the terms of the Equity Commitment Letter.

The Lenders have agreed to provide the Borrower with the Debt Financing on the terms and subject to the conditions set forth in the Debt Commitment Letter. The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions.

Limited Guarantee (Page 62)

In connection with the entry into the Merger Agreement, on March 8, 2023, the Platinum Entities and the Company executed the Limited Guarantee, pursuant to which the Platinum Entities have agreed to guarantee the performance and discharge of the payment of the Parent Termination Fee of $125,000,000 (if required to be paid under the terms of the Merger Agreement) and certain other costs, expenses and obligations of Parent set forth in the Merger Agreement.

Rollover Agreement (Page 62)

On March 8, 2023, concurrently with the execution of the Merger Agreement, the Bain Shareholder separately entered into the Rollover Agreement with Topco, pursuant to which (1) the Bain Shareholder has

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agreed to, immediately prior to the Effective Time, contribute, transfer and assign all of its right, title and interest in the Rollover Shares (such Rollover Shares being valued at an amount equal to the Bain Consideration) to Topco (and, in certain circumstances, a subsidiary of Topco), and (2) Topco has agreed to concurrently accept (or, if applicable, cause its subsidiary to accept) such Rollover Shares in exchange for the issuance to the Bain Shareholder of certain common and preferred units of Topco (or, in certain circumstances described in the following sentence, common units of Topco and preferred interests of a subsidiary of Topco). Pursuant to the Rollover Agreement, at the joint election of Topco and the Bain Shareholder, the parties may structure the exchange so that in lieu of Topco issuing preferred units to the Bain Shareholder, the Bain Shareholder contributes, transfers and assigns a portion of the Rollover Shares to a subsidiary of Topco in exchange for preferred interests in such subsidiary, in which case following the consummation of the transactions contemplated by the Rollover Agreement, the Bain Shareholder would own common units of Topco and preferred interests in such subsidiary. The Rollover Shares represent approximately 56.1% of the Ordinary Shares held by the Bain Shareholder immediately prior to the Effective Time (which amount is subject to increase up to approximately 61.5% if, prior to the Closing and pursuant to the Rollover Agreement, Topco elects to cause the Bain Shareholder to contribute additional Ordinary Shares in exchange for additional preferred units of Topco (or a subsidiary thereof)). The form of the Rollover Agreement is attached as Annex D to this proxy statement. See “Special Factors—Rollover Agreement” beginning on page 62 of this proxy.

Tax Indemnity Agreement (Page 63)

On March 8, 2023, concurrently with the execution of the Merger Agreement, the Company, Parent, Merger Sub, Holdings UK, Topco, the Bain Shareholder and BCPE Cayman, as representative to the shareholders, entered into the Tax Indemnity Agreement. Pursuant to the Tax Indemnity Agreement, and in connection with the transactions contemplated by the Merger Agreement, Rollover Agreement and TRA Termination Agreement, the Bain Shareholder has agreed to indemnify, defend and hold harmless Topco and its subsidiaries and affiliates (including Parent and the Surviving Company), and each of their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns against certain taxes and related losses (including interest and penalties) of the Company and its subsidiaries. The Bain Shareholder’s indemnity obligations pursuant to the foregoing will be 72% of such taxes and losses, up to a limit of €200,000,000. The sole source of the indemnitees’ recovery under the Tax Indemnity Agreement for these certain taxes and related losses is cash proceeds from distributions or dispositions of common units of Topco received by the Bain Shareholder pursuant to the Rollover Agreement. In addition, the Tax Indemnity Agreement provides that no payments have been made pursuant to the Tax Receivable Agreement since January 1, 2023 (other than a certain payment disclosed therein) and no payments will be made pursuant to such agreement after the date of the Merger Agreement. See “Special Factors—Tax Indemnity Agreement,” beginning on page 63 of this proxy statement, for additional information. A copy of the Tax Indemnity Agreement is attached as Annex E to this proxy statement.

TRA Termination Agreement (Page 63)

On March 8, 2023, concurrently with the execution of the Merger Agreement, the Company, Holdings UK and BCPE Cayman, entered into the Tax Receivable Termination Agreement, pursuant to which, among other things, the parties agreed to terminate the Company’s existing Tax Receivable Agreement, with such termination effective upon the consummation of the Merger. From and after the effective date of the TRA Termination Agreement, no payments will be made to any person in respect of, or pursuant to, the Tax Receivable Agreement. See “Special Factors—TRA Termination Agreement,” beginning on page 63 of this proxy statement, for additional information. A copy of the TRA Termination Agreement is attached as Annex F to this proxy statement.

Regulatory Approvals (Page 64)

Under the Merger Agreement, the Merger cannot be completed until, among other things, the applicable waiting periods under the HSR Act have expired or been terminated and any applicable waiting periods, together with any extensions thereof, and any applicable waiting periods, consents or approvals required from any Governmental Authority as set forth in the Company Disclosure Letter shall have expired, been terminated or obtained.

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Conditions to the Merger (Page 95)

The respective obligation of each party to effect the Merger is subject to the satisfaction (or waiver by Parent and the Company where permissible pursuant to applicable law) on or prior to the Effective Time of certain conditions, including, among other conditions, the following:

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the Company’s receipt of the Requisite Shareholder Approval at the Special Meeting;

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(i) the applicable waiting period (and any extensions thereof) under the HSR Act has expired or been terminated (which waiting period expired on April 24, 2023 at 11:59 p.m. ET) and (ii) any applicable waiting periods, and any extensions thereof, and consents or approvals required from any Governmental Authority under applicable Antitrust Laws and Foreign Investment Laws (as specified by the Company Disclosure Letter) (collectively, the “Regulatory Condition”);

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no law, temporary restraining order, preliminary or permanent injunction issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger will be in effect, and no statute, rule, regulation or order will have been enacted, entered, enforced or deemed applicable to the Merger, that in each case prohibits, makes illegal, or enjoins the consummation of the Merger; and

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the completion of Dutch works council consultation procedures.

Non-Solicitation; Superior Proposals; Diversey Board Recommendation (Pages 83 – 85)

Following the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company is generally prohibited from, among other things, participating in discussions or negotiations relating to acquisition proposals with third parties. However, the Company was permitted to engage in negotiations during the Fiduciary Out Period (which period expired on April 19, 2023) with a third party making an unsolicited, written bona fide acquisition proposal if such proposal was not the result of a material breach of the non-solicitation provisions of the Merger Agreement and the Board or Special Committee determined in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constituted, or could be reasonably expected to lead to, a Superior Proposal (as described under “The Merger Agreement—Non-Solicitation”) and the failure to engage in negotiations with such third party were reasonably likely to be inconsistent with the Board’s or Special Committee’s fiduciary duties, as applicable. No such proposals were received prior to the expiration of the Fiduciary Out Period.

In addition, the Board generally is not permitted under the Merger Agreement to change its recommendation in favor of the Merger Proposal. However, in certain circumstances, the Board is permitted to make an Adverse Recommendation Change (as described under “The Merger Agreement—Diversey Board Recommendation”) in response to certain unforeseen, intervening events or in response to an unsolicited written bona fide acquisition proposal that the Board or Special Committee determines in good faith constitutes a Superior Proposal if, in either case, the Board determines in good faith that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, has negotiated in good faith with Parent for a period of five business days to make adjustments to the Merger Agreement so as to obviate the need to effect an Adverse Recommendation Change and, following the five-business-day period, the Board or the Special Committee, as applicable, has determined that the failure of the Board or the Special Committee, as applicable to change its recommendation would be inconsistent with the Board’s or the Special Committee’s fiduciary duties, as applicable.

Termination of the Merger Agreement (Page 97)

The Company (provided that such termination by the Company has been approved by the Special Committee) and Parent may terminate the Merger Agreement by mutual written consent at any time before the Effective Time of the Merger. In addition, either Parent or the Company (provided that such termination by the Company has been approved by the Special Committee) may terminate the Merger Agreement at any time before the Effective Time if:

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any permanent injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing consummation of the Merger is in

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effect, or any action has been taken by a Governmental Authority of competent jurisdiction that, in each case, prohibits, makes illegal or otherwise restrains or enjoins the consummation of the Merger and has become final and non-appealable, provided that the party seeking to terminate the Merger Agreement has used its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable, such injunction, action, statute, rule, regulation or order;

•

if the Merger has not been consummated by the Termination Date, provided that if all of the conditions to the Closing, other than the Requisite Shareholder Approval Condition, the Regulatory Condition and the Legal Restraint Condition (as described under “The Merger Agreement—Conditions to the Merger) (to the extent that the Legal Restraint Condition is in respect of a consent, authorization or approval required under the Regulatory Condition), shall have been satisfied (or in the case of conditions that by their nature are to be satisfied at or immediately prior to the Closing, shall then be capable of being satisfied if the Closing were to take place on such date) or waived, then the Termination Date shall be automatically extended to March 8, 2024, and such date shall thereafter be deemed to be the Termination Date), provided that a party may not seek to terminate the Merger Agreement if such party’s action or failure to act (which action or failure to act constitutes a breach of the Merger Agreement by such party) has been the primary cause of, or primarily resulted in, either (A) the failure to satisfy the conditions to such party’s obligation to consummate the Merger or (B) the Termination Date occurring before the Effective Time; or

•

if the Company fails to obtain the Requisite Shareholder Approval at the Special Meeting; provided that a party may not seek to terminate the Merger Agreement if such party’s action or failure to act (which action or failure to act constitutes a breach of the Merger Agreement by such party) has been the cause of, or resulted in, the failure to obtain the Requisite Shareholder Approval.

In addition, Parent and the Company have the right in certain circumstances to unilaterally terminate the Merger Agreement, as described under “The Merger Agreement—Termination of the Merger Agreement.”

Termination Fees and Expenses (Page 98)

The Company has agreed to pay Parent $92,000,000 in cash upon the termination of the Merger Agreement under certain circumstances. Parent has agreed to pay the Company $125,000,000 in cash upon the termination of the Merger Agreement under certain other circumstances.

Except as expressly set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Dissenting Shareholder Rights Under the Companies Act (2023) Revision of the Cayman Islands (Page 111)

Litigation Related to the Merger (Page 64)

Between April 20, 2023 and May 4, 2023, the Company received four demand letters (the “Demand Letters”), each from a purported shareholder of the Company alleging to have identified materially misleading and incomplete statements in the preliminary proxy statement filed by the Company on April 11, 2023.

One of the Demand Letters from a purported Company shareholder includes a draft complaint, which names the Company and its directors as defendants. The draft complaint alleges, among other things, that the defendants filed or caused to be filed a materially false and misleading preliminary proxy statement with the SEC relating to the Merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and

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Rule 14a-9 promulgated thereunder. The potential plaintiff seeks as relief, among other things, injunctive relief preventing defendants from filing a definitive proxy statement and from consummating the Merger unless additional disclosures are made, rescission of the Merger in the event the Merger is consummated or awarding of rescissory damages and an award of costs and disbursements, including reasonable attorneys’ and experts’ fees and expenses.

The Company believes the claims asserted in the draft complaint and the Demand Letters are without merit. Additional demand letters or lawsuits relating to the Merger may also be received and/or filed in the future.

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QUESTIONS AND ANSWERS ABOUT THE MERGER, THE PLAN OF MERGER
AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the Merger Agreement, the Merger, the Plan of Merger and the Special Meeting. These questions and answers may not address all questions that may be important to you as a holder of Ordinary Shares. For important additional information, please refer to the more detailed discussion contained elsewhere or incorporated by reference into this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving these proxy materials?

You are receiving this proxy statement and proxy card in connection with the solicitation of proxies by the Board because you were a shareholder of Diversey as of May 11, 2023, the record date for the Special Meeting which is being held in connection with the proposed Merger. To complete the Merger, the affirmative vote of at least two-thirds of the votes cast by the holders of Ordinary Shares present and voting in person or by proxy and entitled to vote at the Special Meeting is required. A copy of the Merger Agreement is attached as Annex A to this proxy statement, and a copy of the Plan of Merger is attached as Annex B to this proxy statement. The Merger Agreement calls for the Plan of Merger and other documents required under the CICA to effect the Merger to be filed with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICA. The Company will submit the Merger Proposal to its shareholders for approval at the Special Meeting described in this proxy statement. For more information, please read the section entitled “The Special Meeting” beginning on page 67 of this proxy statement. You are also being asked to vote to approve the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

This proxy statement and the related Schedule 13E-3, each of which you should read carefully, contain important information about the Merger, the Merger Agreement, the Plan of Merger and the Special Meeting and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your Ordinary Shares without attending the Special Meeting and to ensure that your Ordinary Shares are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, you are encouraged to submit a proxy as soon as possible.

What is the proposed transaction?

The proposed transaction is the acquisition of the Company by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the Company’s shareholders and the other conditions to Closing under the Merger Agreement have been satisfied or waived, subject to the terms and conditions of the Merger Agreement, Merger Sub, a wholly owned subsidiary of Parent, will be merged with and into the Company. The Company will be the Surviving Company in the Merger and will continue as a wholly owned subsidiary of Parent.

What will happen to the Company generally as a result of the Merger?

If the Merger is completed, the Company will cease to be an independent public company and will be wholly owned by Parent. As a result, you will no longer have any ownership interest in the Company. Upon Closing, Ordinary Shares will no longer be listed on any stock exchange or quotation system, including Nasdaq. In addition, following the Closing, the registration of Ordinary Shares and the Company’s reporting obligations under the Exchange Act, will be terminated.

What will happen to Ordinary Shares as a result of the Merger?

If the Merger is completed, each Ordinary Share (other than the Excluded Shares and the Bain Shares) that you hold immediately prior to the Effective Time will be cancelled and exchanged into the right to receive $8.40 in cash, without interest and subject to any applicable withholding taxes. The Bain Shares will be cancelled and exchanged into the right to receive $7.84 in cash, without interest and subject to any applicable withholding taxes. The Rollover Shares will be exchanged by the Bain Shareholder immediately prior to the effective time of the Merger for common and preferred units of Topco (or, in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco) in

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accordance with the terms of the Rollover Agreement (such Rollover Shares being valued at an amount equal to $7.84 per Ordinary Share). This does not apply to Ordinary Shares held by any shareholders who are entitled to and who have properly demanded and perfected their dissention rights in accordance with Section 238 of the CICA as more fully described in the section entitled “Dissenting Shareholder Rights under the Companies Act (2023 Revision) of the Cayman Islands” beginning on page 111 of this proxy statement.

Ordinary Shares subject to Diversey equity awards will be cancelled at the effective time of the Merger in exchange for, (i) in the case of stock options, no consideration, (ii) in the case of restricted stock and certain restricted stock units, the right to receive the merger consideration of $8.40 in cash per each Ordinary Share subject to such Diversey equity award without interest and subject to any applicable withholding taxes, or (iii) in the case of certain other restricted stock units, cash-settled awards subject to certain service-based vesting conditions following the effective time of the Merger. The treatment of Diversey equity awards is more fully described in the section entitled “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards” beginning on page 53 of this proxy statement.

When is the Merger expected to be completed?

We currently expect the Merger to be completed in the second half of 2023. However, the Merger is subject to various closing conditions, including shareholder and regulatory approvals, and it is possible that the failure to timely meet these Closing conditions or other factors outside of the Company’s control could delay the Closing. The Company cannot assure you that it will complete the Merger on this schedule or at all.

When and where will the Special Meeting be held?

The Special Meeting will be held on June 8, 2023 starting at 10:00 a.m., ET, at the Company’s offices at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708.

What are the proposals that will be voted on at the Special Meeting?

You will be asked to consider and vote upon (1) the Merger Proposal and (2) the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

How does the Board recommend that I vote on the proposals?

The Board, based in part on the unanimous recommendation of the Special Committee, unanimously determined that the Transactions are in the best interests of the Company. Thus, the Board, based in part on the unanimous recommendation of the Special Committee, unanimously recommends that you vote “FOR” the Merger Proposal. For more information, read the section entitled “Special Factors—Recommendation of the Diversey Board of Directors and Special Committee” beginning on page 27 of this proxy statement. The Board also unanimously recommends that you vote “FOR” the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

What happens if the Merger is not completed for any reason?

If the Merger is not completed for any reason, shareholders will not receive any payment for their Ordinary Shares in connection with the Merger. Instead, the Company will remain a stand-alone public company, and Ordinary Shares will continue to be listed and traded on Nasdaq. Under specified circumstances, the Company may be required to pay Parent a termination fee, as described under “The Merger Agreement—Termination Fees and Expenses” beginning on page 98 of this proxy statement.

What will happen if shareholders do not approve the Named Executive Officer Merger-Related Compensation Proposal?

The approval of the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal is not a condition to the Closing. The vote on this proposal by ordinary resolution is an advisory vote and will not be binding on the Company or Parent. If the Merger Proposal is approved by the shareholders and completed, the Merger-related compensation may be paid to the Company’s

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named executive officers even if shareholders do not approve the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal.

Who is entitled to attend and vote at the Special Meeting?

The record date for the Special Meeting is May 11, 2023. If you are the record owner of Ordinary Shares as of the close of business on the record date, you are entitled to notice of, and to vote at, the Special Meeting. As of the record date, there were 324,579,219 Ordinary Shares issued and outstanding held collectively by approximately 27 shareholders of record. If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you must obtain and present a proxy from your brokerage firm, bank or other nominee in order to attend and vote your Ordinary Shares in person at the Special Meeting.

What is the vote required to authorize the Merger Agreement, the Plan of Merger and the Transactions?

Under Cayman Islands law, the affirmative vote of at least two-thirds of the votes cast by the holders of Ordinary Shares present and voting in person or by proxy and entitled to vote at the Special Meeting is required to authorize the Merger Agreement, the Plan of Merger and the Transactions.

Are there any shareholders who have already committed to vote in favor of the Merger?

Yes, the Bain Shareholder, the Company’s controlling shareholder and an entity advised by Bain Capital Private Equity, LP, which held approximately 73.0% of the outstanding Ordinary Shares as of May 11, 2023, executed the Voting Agreement with the Company and Parent, pursuant to which the Bain Shareholder agreed, among other things and subject to certain limitations, to vote all Ordinary Shares owned or acquired by it prior to the record date in favor of the Merger Proposal. If the Bain Shareholder votes in compliance with its obligations under the Voting Agreement, the Requisite Shareholder Approval is assured. See “Special Factors—Voting Agreement,” on page 62 for additional information.

How are votes counted?

Votes will be counted by the inspector of election appointed by the Company for the Special Meeting. For each of the Special Meeting proposals, you may vote “FOR”, “AGAINST” or “ABSTAIN”.

The approval of the Merger Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of Ordinary Shares present and voting in person or by proxy and entitled to vote at the Special Meeting. The approval of the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal requires the affirmative vote of at least a simple majority of the votes cast by the holders of Ordinary Shares present and voting in person or represented by proxy and entitled to vote at the Special Meeting. If you (i) attend the Special Meeting in person or by proxy and abstain from voting, the effect will be, among other things, that your shares will count towards quorum at the Special Meeting, but will not count as a vote cast at the Special Meeting or (ii)(a) fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the Special Meeting and cast your vote in person or (b) fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards quorum at the Special Meeting, and if a quorum is present, will have no effect on the outcome of any of the Special Meeting proposals.

What is a quorum?

A quorum will be present if holders of a simple majority of the Ordinary Shares outstanding and entitled to vote are present in person or represented by proxy at the Special Meeting. Given that the Bain Shareholder owns greater than 50% of the Ordinary Shares, the general meeting will be quorate unless the Bain Shareholder or its successors and assigns or affiliates are not in attendance.

If you mark, validly sign, date and return a proxy card (or otherwise properly submit a proxy over the Internet or by telephone) but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your Ordinary Shares will be counted for purpose of determining whether a quorum is present at the Special Meeting.

If your Ordinary Shares are held through a brokerage firm, bank or other nominee and you do not obtain a proxy from your broker or other nominee and attend the Special Meeting in person, or do not

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instruct the nominee how to vote your Ordinary Shares, these Ordinary Shares will not be voted at the Special Meeting, nor will they be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

What do I need to do now?

After carefully reading and considering the information contained in this proxy statement, including the annexes and the other documents referred to in this proxy statement, please vote your Ordinary Shares as described below. You have one vote for each Ordinary Share you own as of the record date.

How do I vote if I am a shareholder of record?

You may:

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submit a proxy by telephone by calling the toll-free telephone number printed on your proxy card and following the telephone voting instructions printed;

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submit a proxy over the Internet at the URL listed on your proxy card and following the Internet voting instructions;

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submit a proxy by marking, validly signing and dating the enclosed proxy card and each additional proxy card you receive from the Company and returning each proxy card in its accompanying postage-paid envelope; or

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vote your Ordinary Shares by appearing and casting your vote in person at the Special Meeting.

If you are submitting a proxy by telephone or over the Internet, your voting instructions must be received by 11:59 p.m. ET on June 7, 2023.

Submitting a proxy by telephone over the Internet, or by mail will not prevent you from voting in person at the Special Meeting. You are encouraged to submit a proxy by telephone, over the Internet or by mail even if you plan to attend the Special Meeting in person, to ensure that your Ordinary Shares are represented at the Special Meeting.

If you return a properly signed and dated proxy card but do not mark the box showing how you wish to have your Ordinary Shares voted, your Ordinary Shares will be voted “FOR” the Merger Proposal and “FOR” the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal. With respect to any other matter that properly comes before the Special Meeting, Ordinary Shares represented by proxies received by the Company will be voted with respect to such matter in accordance with the judgment of the persons named in the proxies.

How do I vote if my Ordinary Shares are held by my brokerage firm, bank or other nominee?

If your Ordinary Shares are held in a brokerage account or by another nominee, such as a bank or trust, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those Ordinary Shares. However, you still are considered to be the beneficial owner of those Ordinary Shares, with your Ordinary Shares being held in “street name.” “Street name” holders cannot vote their Ordinary Shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their Ordinary Shares. Your brokerage firm, bank or other nominee will only be permitted to vote your Ordinary Shares for you at the Special Meeting if you instruct it how to vote. If you wish to vote your Ordinary Shares held in “street name” in person at the Special Meeting, you must obtain and present a valid proxy from your brokerage firm, bank or other nominee authorizing you to vote such Ordinary Shares at the Special Meeting. Failure to obtain a proxy from your brokerage firm, bank or other nominee authorizing you to vote at the Special Meeting and to instruct your brokerage firm, bank or other nominee how to vote your Ordinary Shares will cause your shares to not count towards quorum at the Special Meeting, and if a quorum is present, will have no effect on the outcome of any of the Special Meeting proposals.

In addition, because any Ordinary Shares you may hold in “street name” will be deemed to be held by a different shareholder than any Ordinary Shares you hold of record, Ordinary Shares held by such nominee will not be combined for voting purposes with Ordinary Shares you hold of record. To be

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sure your Ordinary Shares are represented and voted at the Special Meeting, you should instruct your brokerage firm, bank or other nominee on how to vote your Ordinary Shares held in “street name.”

What does it mean if I receive more than one proxy?

If you receive more than one proxy, it means that you hold Ordinary Shares that are registered in more than one account. For example, if you own your Ordinary Shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to mark, validly sign, date and return, a separate proxy card for those Ordinary Shares because they are held in a different form of record ownership. Therefore, to ensure that all of your Ordinary Shares are voted, you will need to mark, validly sign, date and return each proxy card you receive or submit a proxy by telephone or over the Internet for each proxy card you receive by using the different control number(s) on each proxy card.

May I change my vote or revoke my proxy after I have delivered my proxy?

Yes. If you are a shareholder of record of Ordinary Shares, you have the right to change or revoke your proxy before the vote is taken at the Special Meeting:

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by delivering to the Company’s Secretary a signed written notice of revocation bearing a date later than the date of the proxy, stating that the proxy is revoked;

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by attending the Special Meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must also vote in person at the Special Meeting);

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by signing and delivering a new proxy relating to the same Ordinary Shares and bearing a later date; or

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by submitting a new proxy by telephone or over the Internet by 11:59 p.m. ET on June 7, 2023.

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Diversey Holdings, Ltd.
1300 Altura Road, Suite 125
Fort Mill, South Carolina, 29708
Attention: Secretary

If you hold your Ordinary Shares through a brokerage firm, a bank or other nominee, you should contact your brokerage firm, bank or other nominee to obtain instructions as to how to change or revoke your voting instructions.

What are the material U.S. federal income tax consequences of the Merger to me?

The receipt of cash in exchange for Ordinary Shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. You will generally recognize gain or loss equal to the difference, if any, between the amount of cash you receive and the adjusted tax basis of your Ordinary Shares. If you are a U.S. Holder, you will generally be subject to U.S. federal income tax on any gain recognized in connection with the Merger. The tax consequences of the Merger to you will depend on your particular circumstances, including but not limited to the application of federal non-income, state, local and non-U.S. tax laws. You should consult your own tax advisors to determine how the Merger will affect you. For a more detailed summary of the tax consequences of the Merger, see “Special Factors—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 58 of this proxy statement.

Am I entitled to dissenter rights?

Under Cayman Islands law, if the Merger is completed, shareholders who provide written objection to the Merger before the taking of the vote at the Special Meeting to authorize the Merger Agreement, the Plan of Merger and the Transactions and who thereafter perfect and do not withdraw their dissent will have the right to be paid the fair value of their shares as ultimately determined by the Grand Court of the Cayman Islands, provided that they comply with all of the requirements of CICA as

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described in the section entitled “Dissenting Shareholder Rights under the Companies Act (2023 Revision) of the Cayman Islands” beginning on page 111 of this proxy statement. This fair value amount could be more than, the same as or less than the per share Merger Consideration of $8.40 per Ordinary Share payable to the Company’s shareholders (other than the Bain Shareholder) pursuant to the terms of the Merger Agreement. Dissenters’ rights are available only to registered holders of shares. A copy of the full text of Section 238 is attached as Annex H to this proxy statement.

These procedures are complex and you should consult your Cayman Islands legal counsel if you are considering exercising such rights. If you do not fully and precisely satisfy the procedural requirements of the CICA, you will lose your right to dissent.

What happens if I sell my Ordinary Shares before the Special Meeting?

The record date for shareholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting and the expected Closing Date of the Merger. If you transfer your Ordinary Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to receive the Merger Consideration or Bain Consideration, as applicable, to the person to whom you transferred your Ordinary Shares.

In addition, if you sell your Ordinary Shares prior to the Special Meeting or prior to the Effective Time, you will not be eligible to exercise dissenter rights with respect to those Ordinary Shares in respect of the Merger. For a more detailed discussion of dissenter rights and the requirements for perfecting your dissenter rights, see “Dissenting Shareholder Rights under the Companies Act (2023 Revision) of the Cayman Islands” beginning on page 111 and Annex H of this proxy statement.

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable shareholder provides advance notice and follows certain procedures.

In such cases, each shareholder continues to receive a separate notice of the Special Meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Ordinary Shares held through such firms. If your family has multiple accounts holding Ordinary Shares, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies. See “Householding” on page 117 of this proxy statement.

Who can answer further questions?

509 Madison Avenue
Suite 1206
New York, NY, 10022

Shareholders Call Toll Free: (800) 662-5200
All Others Call Collect: (203) 658-9400
E-mail: DSEY@investor.morrowsodali.com

If your Ordinary Shares are held through a brokerage firm, bank or other nominee, you should also call your brokerage firm, bank or other nominee for additional information.

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SPECIAL FACTORS

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Board, the Special Committee, the representatives of the Company or the Special Committee, or other parties, including Platinum and the Bain Shareholder.

As a matter of course and in their ongoing focus on enhancing shareholder value, the Board and the Company’s management, at times with the assistance of outside advisors, have regularly reviewed and evaluated the Company’s business plan and strategy, taking into account the changing developments, trends, risks and conditions affecting the business and its industry generally. The Board and Company management conduct such review in coordination with the Bain Shareholder, the majority owner of the Company’s outstanding Ordinary Shares since its IPO in 2021, and its affiliates. The Bain Shareholder currently owns approximately 73.0% of the outstanding Ordinary Shares. Since the Company’s initial public offering (the “IPO”), the Bain Shareholder and its affiliates have also continually reviewed, considered and evaluated the Bain Shareholder’s ongoing investment in the Company, how to maximize its value and potential options with respect thereto.

On July 6, 2021, Platinum announced that it had signed a definitive agreement to acquire Solenis. Following this acquisition, representatives of Platinum and the Bain Shareholder had several informal discussions about the possible strategic benefits of a potential business combination between the Company and Solenis. None of these conversations involved specific discussions of potential transaction terms or transaction structure and no proposals were made by either party.

On February 15, 2022, Ken Hanau, a member of the Board nominated by the Bain Shareholder, and John Panichella, CEO of Solenis, had lunch. During the course of that meeting Mr. Panichella gave an overview of Solenis to Mr. Hanau, and they discussed a potential combination of Solenis and the Company. Prior to this meeting, Mr. Panichella sent materials introducing Solenis to Mr. Hanau and the potential benefits of a strategic transaction involving Solenis and the Company. These materials were discussed in greater detail during the course of the February 15 meeting. No specific terms of a potential transaction were discussed in connection with this meeting and no proposals were made by either party.

On March 24, 2022, representatives of Platinum and the Bain Shareholder met via telephone to discuss the feasibility of a potential transaction involving the Company. No specific terms of such a potential transaction were discussed and no proposals were made by either party.

On June 29, 2022, representatives of Platinum and the Bain Shareholder met over dinner to further discuss the feasibility of a potential transaction involving the Company. Although specific economic terms were not discussed, possible transaction structures were discussed in general terms. No proposals were made by either party.

On August 3, 2022, the Company received a letter from Platinum and Solenis (the “August 3 Letter”) setting forth, on a non-binding basis, Platinum’s and Solenis’ interest in pursuing a take-private acquisition of the Company and a subsequent combination of the Company with Solenis at a price of $11.00 per Ordinary Share, in cash, subject to a number of terms and conditions. The August 3 Letter contemplated that one or more of the Company’s largest shareholders would invest in the transaction.

On August 8, 2022, the Board met via videoconference to consider the August 3 Letter and authorized the management of the Company to explore with Platinum and Solenis the potential synergies that could result from an acquisition of the Company by Platinum and Solenis in order to facilitate an evaluation of a potential transaction by Platinum and the Bain Shareholder. The Board also authorized the management of the Company to provide Platinum and Solenis with certain due diligence information regarding the Company, as requested by Platinum and Solenis. The Board discussed that it would form a special committee to evaluate the transaction at an appropriate time, if the potential transaction involved a rollover of a portion of the Bain Shareholder’s investment in the Company such that the Bain Shareholder would continue to be a shareholder of the combined entity. Representatives of the Bain Shareholder indicated to the Board that they were evaluating their interest in the potential investment contemplated by Platinum’s and

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Solenis’ letter, understanding that such investment by the Bain Shareholder might be necessary to facilitate the financing of the potential transaction. Representatives of Wachtell Lipton Rosen & Katz (“Wachtell Lipton”) also participated in the meeting at the invitation of Eric Foss, Non-Executive Chairman of the Board, with the expectation that in the event that a special committee were to be formed, Wachtell Lipton could be engaged as such committee’s legal advisor. Representatives of Kirkland & Ellis LLP (“K&E”) also participated in the meeting, as counsel to the Company and the Bain Shareholder. Representatives of Wachtell Lipton and K&E discussed the Board’s fiduciary duties and obligations in connection with a potential sale of the Company and discussed certain potential conflicts of interest that could arise in connection with the exploration of a potential sale. On August 12, 2022, the Company entered into a non-disclosure agreement with Platinum Equity Advisors, LLC (an affiliate of Platinum), Solenis and Bain Capital Private Equity, L.P.

Throughout August and September of 2022, the Company, the Bain Shareholder, Platinum and Solenis continued to discuss a potential transaction, and Platinum and Solenis conducted due diligence on the Company, including, among other things, access to a virtual dataroom. To assist with these activities, the Company informally engaged J.P. Morgan Securities LLC (“J.P. Morgan”) as financial advisor to the Company in connection with the potential transaction, with the understanding that a formal engagement letter would be negotiated and executed in the future. J.P. Morgan was selected to act as financial advisor to the Company due to its familiarity with the Company (including acting as a lead underwriter on the Company’s IPO), and its experience, expertise and qualifications in advising companies on M&A transactions. The Bain Shareholder and Platinum also jointly engaged FTI Consulting, Inc., (“FTI”) to prepare a report on potential synergies that could result from the proposed combination of the Company and Solenis.

On September 15 and 16, 2022, representatives of Platinum, the Bain Shareholder, Solenis, J.P. Morgan and the Company participated in a series of management presentations and Q&A sessions at the Bain Shareholder’s offices in New York, including reviews of the Company’s 3-year business plan and FTI’s initial assessment of the potential synergies resulting from the proposed combination of the Company and Solenis, all as part of the ongoing due diligence process.

On September 26, 2022, representatives of Platinum informed representatives of the Board that, in light of financing and other market conditions, as well as the Company’s earnings results and downward pressure on its trading price, Platinum and Solenis would be unable to proceed with the transaction on the terms contemplated by the August 3 Letter. All parties agreed that FTI should nevertheless continue in its next phase of diligence and prepare a more detailed assessment of potential synergies of the proposed transaction.

On October 5, 2022, the Board and representatives of Wachtell Lipton and K&E met via videoconference and the Board authorized the Company to allow Platinum and Solenis to continue conducting due diligence and approved site visits by FTI. Over the next several weeks, FTI conducted site visits, met with management teams of both companies and prepared its report with respect to these potential synergies.

On November 21, 2022, representatives of Platinum, the Bain Shareholder, Solenis and the Company met via videoconference to review FTI’s more detailed report on potential synergies resulting from the proposed combination of the Company and Solenis. No terms of a potential transaction were discussed and no proposals were made by either party.

On December 7, 2022, representatives of Platinum, the Bain Shareholder and Solenis met to discuss updates on Solenis and the Company. Platinum expressed a desire to restart discussions regarding a potential transaction and subsequent combination of Solenis and the Company. Representatives from the various parties corresponded over the subsequent two weeks regarding potential financing structures given capital market dislocation, including the amount and structure of a potential rollover of a portion of the Ordinary Shares held by the Bain Shareholder into the combined company in order to facilitate a transaction. Representatives of the Bain Shareholder indicated that they would consider such potential rollover investment if it was useful to facilitate a potential transaction and discussed that it may be beneficial to enhance cash consideration to the Unaffiliated Shareholders.

During December, representatives of the Bain Shareholder and Platinum had several discussions to explore and negotiate the terms of a potential rollover of a portion of the Bain Shareholder’s investment into the combined company so that Platinum could secure financing for a revised proposal.

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On December 14, 2022, representatives of the Bain Shareholder met with the Board and informed the Board that they expected Platinum to restart discussions with respect to a potential transaction and that a revised offer from Platinum to the Board might be received shortly.

On December 23, 2022, representatives of Platinum informed representatives of the Bain Shareholder that they were working towards presenting a proposal to the Company for $7.50 per Ordinary Share in cash.

On January 11, 2023, the Company received an updated proposal from Platinum and Solenis (the “January 11 Letter”) setting forth, on a non-binding basis, Platinum’s and Solenis’ interest in pursuing a revised take-private acquisition of the Company and subsequent combination of the Company and Solenis at a price of $7.50 per Ordinary Share, in cash. The January 11 Letter contemplated that the Bain Shareholder would rollover a portion of the Ordinary Shares owned by it into the combined entity, and indicated that the Bain Shareholder would be expected to execute a voting agreement in connection with the proposed transaction.

On January 14, 2023, the Board, with certain members of management in attendance, held a meeting via videoconference to discuss the January 11 Letter and to consider the formation of a Special Committee consisting of directors of the Company who are not directly or indirectly affiliated with, and who are otherwise independent from, the Bain Shareholder and Platinum and who are not members of the Company’s management to evaluate the January 11 Letter, consider the Transactions and provide a recommendation to the Board. Representatives of Wachtell Lipton, which would be retained by the Special Committee as its counsel upon its formation, and K&E were present and discussed certain legal matters with the Board, including fiduciary duty and process considerations. Following that presentation, the Board approved the formation of the Special Committee, consisting of Messrs. Selim Bassoul, Juan R. Figuereo, Eric Foss (as Chairman), Rodney Hochman and Ms. Katherine S. Zanotti, each of whom the Board determined were not members of Company management and were unaffiliated, directly or indirectly, and were otherwise independent from, the Bain Shareholder and from Platinum. The Board delegated to the Special Committee full power and authority to:

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review and to evaluate the terms and conditions, and to determine the advisability of, the Transactions;

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negotiate with Platinum, Solenis and the Bain Shareholder (or any other party the Special Committee deemed appropriate) with respect to the terms and conditions of the Transactions and, if the Special Committee deemed appropriate, but subject to the limitations of applicable law, approve and recommend the execution and delivery of agreements in connection with the Transactions on behalf of the Company;

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determine whether the Transactions negotiated by the Special Committee are fair to, and in the best interests of, the Company and its shareholders, including the Unaffiliated Shareholders, with the instruction that the Special Committee would have no duty to consider the interests of the Bain Shareholder as the controlling shareholder of the Company;

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solicit the views of the Company’s executive, financial, and other officers regarding the terms and conditions of the Transactions and on any reports, studies or similar information pertaining to the Transactions provided to the Special Committee by advisors or agents retained by the Special Committee; and

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recommend to the full Board what action, if any, should be taken by the Board with respect to the Transactions (including recommending not to pursue the Transactions) and confirmed that the Board would not approve the Transactions without a prior favorable recommendation of the Special Committee.

The Board also authorized the Special Committee to retain, at the Company’s expense, the Special Committee’s own legal and financial advisors to assist the Special Committee. The Special Committee confirmed its retention of Wachtell Lipton as its legal advisor and agreed to hold an initial meeting in the coming days to discuss additional next steps.

On January 16, 2023, the Company shared a draft version of its “5 Year Plan” with the Bain Shareholder as part of the Company’s typical planning and budgeting process. The 5 Year Plan included prospective financial information for the fiscal year ending December 31, 2023 through the fiscal year ending December 31,

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2027, and is the basis of the Management Projections (as defined in the section entitled “Management Projections” beginning on page 48 of this proxy statement). The draft 5 Year Plan was also shared with J.P. Morgan later that week, and continued to be updated by the Company over the next several days.

On January 17, 2023, the Special Committee held a meeting via videoconference with representatives of Wachtell Lipton in attendance to discuss general transaction process considerations and next steps, including selection of a financial advisor. The representatives of Wachtell Lipton also discussed certain legal matters with the Special Committee at this meeting, including with respect to the fiduciary duties of directors under the circumstances regarding the Transactions. Also during this meeting, the Special Committee discussed with Wachtell Lipton potential financial advisors the Special Committee could consider retaining in connection with the Transactions, and requested that Wachtell Lipton request certain information from, and set up interviews with, certain potential financial advisors.

On January 21, 2023, the Special Committee held a meeting via videoconference with representatives of Wachtell Lipton and certain members of Company management in attendance to interview several financial advisors, including Evercore, and reviewed information regarding each such financial advisor’s expertise, experience, qualifications, and any existing or prior relationships with the Company, Platinum, Solenis or the Bain Shareholder. In connection with its review, the Special Committee and Wachtell Lipton discussed and reviewed Evercore’s relationship disclosure letter made available to the Special Committee prior to the meeting. The Special Committee and representatives of Wachtell Lipton discussed certain of Evercore’s prior relationships with Bain Capital Private Equity L.P. and Platinum that had been disclosed, as further described in the section of this proxy statement entitled “Special Factors—Opinion of the Special Committee’s Financial Advisor.” The Special Committee reviewed the disclosures and determined that none of the disclosed relationships would impact Evercore’s ability to act in an independent and disinterested manner in rendering their services to the Special Committee in connection with the potential transaction. Considering this, among other factors, the Special Committee selected Evercore as its financial advisor, began to review the terms of Evercore’s engagement with the assistance of Wachtell Lipton and instructed representatives of Evercore to begin engaging with the management of the Company with respect to its information review and financial analysis process. The Special Committee and Wachtell Lipton proceeded to negotiate the terms of the Evercore engagement with representatives of Evercore over the next ten days.

On January 22, 2023, at the request of the Special Committee, representatives of Evercore delivered Evercore’s initial information review request list to the management of the Company. Company management and representatives of Evercore also engaged in a videoconference to coordinate Evercore’s information review process. From this time through the execution of the Merger Agreement, in response to requests from representatives of Evercore on behalf of the Special Committee, the Company provided representatives of Evercore with updated information on an iterative basis as requested by representatives of Evercore.

On January 24, 2023, the Company provided the Management Projections to the Special Committee and the Special Committee directed Evercore to use such information in connection with performing certain of its financial analyses in connection with its opinion. The Management Projections were also posted to the virtual dataroom for review by Platinum and Solenis.

On January 25, 2023, the Company informally engaged Centerview Partners LLC (“Centerview”) as an additional financial advisor to the Company in connection with the proposed Transactions, with the understanding that a formal engagement letter would be negotiated and executed in the future. Centerview was selected to act as financial advisor to the Company due to its experience, expertise and qualifications in advising companies on M&A transactions. At this time, Centerview received and began reviewing information regarding the Company and the proposed transaction, including the Management Projections.

On January 26, 2023 and January 29, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to discuss information reviewed and financial analysis conducted to date.

On January 31, 2023, Evercore, the Special Committee, and the Company executed a letter agreement with Evercore finalizing the terms of Evercore’s engagement.

On February 1, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference, during which meeting the representatives

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of Evercore presented Evercore’s preliminary financial analysis. Following discussion with the representatives of Evercore and Wachtell Lipton, the Special Committee determined to make a counterproposal to Platinum’s and Solenis’ initial proposal at a price to be finalized, but at least $10.00 per Ordinary Share held by the Unaffiliated Shareholders, with such counterproposal assuming that the definitive agreements providing for the Transactions would include (i) a non-waivable condition that a majority of the outstanding Ordinary Shares owned by holders other than the Bain Shareholder vote their Ordinary Shares in favor of the Transactions (a “Majority of the Minority Approval Condition”) and (ii) the ability of holders of the Ordinary Shares other than the Bain Shareholder to, at such holders’ election, (a) receive cash consideration or (b) contribute Ordinary Shares to the surviving entity on the same terms as the Bain Shareholder (a “Public Rollover Option”).

On February 2, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to discuss the proposed counterproposal and finalize the price to be included therein. After discussion, the Special Committee instructed representatives of Evercore to communicate a counterproposal (including both the Majority of the Minority Approval Condition and the Public Rollover Option) at a price of at least $10.20 per Ordinary Share, as well as its rationale for the counterproposal, to Platinum and instructed representatives of Wachtell Lipton to communicate the same information to the Bain Shareholder. The Special Committee instructed its advisors to indicate, in conveying the counterproposal, that the Special Committee was only concerned with the price applicable to the Unaffiliated Shareholders.

Later on February 2, 2023, representatives of Evercore met via telephone with representatives of Platinum and presented the Special Committee’s initial counterproposal of at least $10.20 per Ordinary Share held by the minority shareholders (as compared to $7.50 per Ordinary Share held by all shareholders proposed by Platinum and Solenis in the January 11 Letter), as well as the Special Committee’s request for the Majority of the Minority Approval Condition and the Public Rollover Option. At the direction of the Special Committee, representatives of Evercore stated during the call that the Special Committee had considered the following factors, among others, in formulating its counterproposal: (i) higher transaction multiples in the hygiene/cleaning sectors than represented by Platinum’s and Solenis’ offer of $7.50 per Ordinary Share; (ii) the potential easing of both challenging market headwinds and raw material cost increases currently affecting the Company’s financial performance; and (iii) trading multiples for peer companies were at relatively low levels compared with historical averages.

Additionally, on February 2, 2023, representatives of Wachtell Lipton communicated the Special Committee’s counterproposal to the Bain Shareholder. In this and subsequent discussions, representatives of the Bain Shareholder indicated (i) the Bain Shareholder’s view that $10.20 per Ordinary Share counterproposal was significantly higher than any price Platinum would be willing to pay to all of the holders of Ordinary Shares and (ii) that the Bain Shareholder did not believe it was appropriate to agree to a transaction that included either (a) differential cash consideration between the Bain Shareholder and the other shareholders or (b) a Majority of the Minority Approval Condition. The Bain Shareholder also indicated that it did not believe Platinum would agree to a Majority of the Minority Approval Condition.

On February 6 and February 7, 2023, Company management hosted a management due diligence session in person at the offices of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), Platinum’s and Solenis’ counsel, in New York and via videoconference for Platinum that was also attended by representatives of Solenis, the Bain Shareholder, the Company, Wachtell Lipton, J.P. Morgan, Centerview and Evercore. In response to questions posed by representatives of Platinum and Solenis, Company management provided information regarding Company strategy, prospects, operations, financial performance, liquidity, capital resources and similar matters, including the Management Projections.

On February 7, 2023, Platinum delivered a counterproposal to representatives of Evercore of $7.75 per Ordinary Share, an increase of $0.25 per Ordinary Share from its previous proposal of $7.50, noting that such counterproposal did not include the Majority of the Minority Approval Condition or the Public Rollover Option and that neither the Majority of the Minority Approval Condition nor the Public Rollover Option were acceptable to them. Platinum further noted that the $7.75 per Ordinary Share price applied to both the Ordinary Shares held by the Bain Shareholder and the Ordinary Shares held by any other shareholders, and that the negotiation of any deviation from this construct (i.e., differential cash consideration between

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the Bain Shareholder and any other shareholders) should be between representatives of the Bain Shareholder and the Special Committee, not involving Platinum.

On February 9, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to discuss Platinum’s counterproposal of $7.75 per Ordinary Share and the terms thereof. The Special Committee discussed with representatives of Evercore and Wachtell Lipton and determined, following further discussions, to reject Platinum’s proposal of $7.75 per Ordinary Share and hold firm on the Special Committee’s prior counterproposal of at least $10.20 per Ordinary Share in cash for the minority shareholders, including the Public Rollover Option and Majority of the Minority Approval Condition. The Special Committee instructed representatives of Evercore and Wachtell Lipton to communicate the position of the Special Committee to Platinum and to the Bain Shareholder and subsequently report back to the Committee. On February 10, 2023, representatives of Evercore relayed the terms of the Special Committee’s counterproposal to representatives of Platinum and representatives of Wachtell Lipton relayed the terms of the Special Committee’s counterproposal to representatives of Bain.

On February 12, 2023, the Special Committee and representatives of Evercore and Wachtell Lipton met with representatives of the Bain Shareholder via videoconference. The Bain Shareholder’s representatives discussed with the Special Committee the actions taken and numerous concessions agreed to by the Bain Shareholder in order to facilitate the Transactions, based on requests by Platinum given market conditions, including (1) the acceptance by the Bain Shareholder of a rollover into common and preferred equity securities in lieu of cash for a portion of its Ordinary Shares in order to both increase the amount of cash consideration available to the minority shareholders, and ensure that minority shareholders would be able to receive cash for all of their Ordinary Shares, and that the Bain Shareholder’s Ordinary Shares would be valued below what the Bain Shareholder considered to be fair market value for the benefit of Platinum; (2) the acceptance by the Bain Shareholder of certain terms proposed by Platinum related to such rollover and its continued ownership of equity interests in the combined company after the consummation of the Transactions, including limited minority rights; (3) an agreement to waive contractual rights under the Company’s Tax Receivable Agreement (such rights estimated by the Bain Shareholder as having a value of approximately $76.7 million as of December 31, 2022) that the Bain Shareholder would otherwise have been entitled to in connection with the Transactions and (4) an agreement by the Bain Shareholder to enter into a tax indemnity agreement, pursuant to which the Bain Shareholder could be required to indemnify Platinum and its related parties against certain potential tax-related liabilities and losses in an amount of up to €200,000,000. The Bain Shareholder’s representatives reiterated to the Special Committee that the Bain Shareholder did not consider it appropriate to accept differential cash consideration between the Bain Shareholder and the other shareholders, in part because of the Bain Shareholder’s view that such differential consideration was not common market practice and in light of the other concessions it believed it was already making to facilitate the Transactions.

After discussion following the departure of the Bain Shareholder’s representatives from the meeting, the Special Committee determined to continue negotiating for a transaction with one or more of the following three characteristics for the benefit of the Unaffiliated Shareholders: (i) a Public Rollover Option; (ii) cash consideration for the Unaffiliated Shareholders significantly higher than Platinum’s current proposal (which, based on Platinum’s feedback to date, likely would require the Bain Shareholder to accept cash consideration at a lower price per Ordinary Share than the Unaffiliated Shareholders); and/or (iii) a Majority of the Minority Approval Condition. The Special Committee then instructed representatives of Evercore to prepare a list of precedent transactions wherein minority public shareholders were offered differential cash consideration from the majority shareholder for the Special Committee’s review, which representatives of Evercore provided the following day.

On February 13, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met at Wachtell Lipton’s offices (with some participants joining via videoconference) to discuss the actions taken and concessions made by the Bain Shareholder to facilitate the Transactions and discuss expectations around an expected counterproposal from Platinum.

On February 14, 2023, Platinum delivered a counterproposal to representatives of Evercore of $7.90 per Ordinary Share, noting that such counterproposal did not include the Majority of the Minority Approval Condition or the Public Rollover Option.

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On February 14, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met at Wachtell Lipton’s offices (with some participants joining via videoconference) to discuss the updated counterproposal from Platinum of $7.90 per Ordinary Share and the terms thereof. Following discussion, the Special Committee agreed to meet again the following day to further consider this counterproposal and various potential responses thereto before determining next steps.

Also on February 14, 2023, representatives of Gibson Dunn delivered an initial draft of the Merger Agreement and the Voting Agreement to representatives of Wachtell Lipton and K&E. The draft Merger Agreement contemplated, among other things, a Company termination fee of 4.5% of the equity value implied by the per share price for the Ordinary Shares in the transaction and a Parent termination fee of 4.0% of the equity value implied by the per share price for the Ordinary Shares in the transaction and no Majority of the Minority Approval Condition.

On February 15, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management held a follow-up meeting at Wachtell Lipton’s offices (with some participants joining via videoconference) to further discuss the proposed counteroffer to Platinum and the Bain Shareholder. After discussion, the Special Committee instructed representatives of Evercore and Wachtell Lipton to communicate the counterproposal to Platinum and the Bain Shareholder of, at the Bain Shareholder and Platinum’s election, (i) $8.00 per Ordinary Share for the minority shareholders with the Majority of the Minority Approval Condition or (ii) $9.00 per Ordinary Share for the minority shareholders without the Majority of the Minority Approval Condition. The Special Committee determined not to include the Public Rollover Option in the terms of its counterproposal considering, among other factors, Platinum’s position that the Public Rollover Option would create significant execution complexity and that Platinum would in any event be unwilling to permit Solenis to become a publicly traded company in the current market environment. Also at this meeting, representatives of Evercore reviewed with the Special Committee potential deal structures where the minority shareholders would receive differential consideration from the Bain Shareholder, and representatives of Wachtell Lipton discussed their preliminary perspectives on the draft Merger Agreement and Voting Agreement received from Gibson Dunn.

On February 15, 2023, pursuant to the Special Committee’s instructions, representatives of Evercore delivered the counterproposal discussed at the February 15, 2023 Special Committee meeting to representatives of each of Platinum and the Bain Shareholder.

On February 18, 2023, Wachtell Lipton delivered a revised draft of the Merger Agreement to Gibson Dunn. The draft Merger Agreement contemplated, among other things, a Company termination fee of 2.5% of the equity value implied by the per share price for the Ordinary Shares in the transaction and a Parent termination fee of 8.0% of the equity value implied by the per share price for the Ordinary Shares in the transaction and a condition to the parties’ obligations to consummate the Merger that the Special Committee shall not have effected an Adverse Recommendation Change (the “Special Committee Recommendation Condition”).

On February 23, 2023, Gibson Dunn delivered a revised draft of the Merger Agreement to Wachtell Lipton and, on February 24, 2023, delivered the same revised draft of the Merger Agreement to K&E. The draft Merger Agreement contemplated, among other things, a Company termination fee of 4% of the equity value implied by the per share price for the Ordinary Shares in the transaction and a Parent termination fee of 4.5% of the equity value implied by the per share price for the Ordinary Shares in the transaction, removal of the Special Committee Recommendation Condition, that the parties would not be obligated to consummate the Merger prior to October 31, 2023 to afford Platinum time to obtain its debt financing and, in the event the Company has been granted the right to an injunction, specific performance or other equitable remedy to cause the Equity Financing to be funded and to consummate the Merger, Parent’s ability to (in lieu of the Company’s right to cause the Equity Financing to be funded and to consummate the Merger) terminate the Merger Agreement and promptly pay the Parent termination fee (the “Specific Performance Termination Right”).

On February 28, 2023, Platinum delivered a counterproposal to representatives of Evercore of $7.95 per Ordinary Share, an increase of $0.05 per Ordinary Share from its previous proposal of $7.90, noting

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that such counterproposal contemplated no Majority of the Minority Approval Condition, no Public Rollover Option and no differential cash consideration between the Bain Shareholder and the other shareholders.

Also on February 28, 2023, Wachtell Lipton delivered a revised draft of the Merger Agreement to Gibson Dunn, which reflected input and revisions from K&E. The draft Merger Agreement contemplated, among other things, a Company termination fee of 3% of the equity value implied by the per share price for the Ordinary Shares in the transaction and a Parent termination fee of 7% of the equity value implied by the per share price for the Ordinary Shares in the transaction, reinstatement of the Special Committee Recommendation Condition, that the parties would not be obligated to consummate the Merger prior to the date that is 4.5 months after execution and delivery of the Merger Agreement to afford Platinum time to obtain its debt financing and removal of the Specific Performance Termination Right.

On March 1, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to discuss the updated counterproposal from Platinum of $7.95 per Ordinary Share and the terms thereof and the status of the draft transaction agreements. After discussion, the Special Committee determined to have a follow-up meeting the next day to further discuss next steps.

On March 2, 2023, representatives of Wachtell Lipton met with representatives of Gibson Dunn via telephone to discuss certain terms in the Merger Agreement. Significant terms discussed and negotiated at such meeting included, among other matters, the duration and terms of the Company’s “fiduciary out” period, the efforts that would be required of the parties to obtain certain regulatory approvals, the length of time Platinum would be afforded to obtain its debt financing under certain circumstances set forth in the Merger Agreement, the quantum of the termination fee payable by the Company to Parent and the reverse termination fee payable by Parent to the Company (in the circumstances specified in the Merger Agreement), the nature of each party’s right to terminate the Merger Agreement and the Majority of the Minority Approval Condition. Representatives of each firm and K&E continued to engage in various discussions regarding the Merger Agreement and the other transaction agreements, and to exchange drafts thereof, on an iterative basis through the execution of the transaction documents on March 8, 2023, with the foregoing terms being the principal terms negotiated during such time.

Also on March 2, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to continue discussing the latest counterproposal from Platinum. The representatives of Wachtell Lipton and Evercore updated the Special Committee on recent discussions with representatives of Platinum and Solenis and the Bain Shareholder. After discussion, the Special Committee determined that if the cash consideration offered by Platinum increased sufficiently, or if the Bain Shareholder accepted differential cash consideration from the other shareholders, the Transactions would not need to include the Majority of the Minority Approval Condition. The Special Committee instructed representatives of Evercore to reject Platinum’s latest proposal and counter with a proposal of $8.90 for the minority shareholders per Ordinary Share, without the Majority of the Minority Approval Condition. The Special Committee also instructed representatives of Evercore to encourage Platinum to engage with the Bain Shareholder to find ways those two parties could modify the transaction structure, including potentially differential cash consideration between Ordinary Shares held by the Bain Shareholder versus the other shareholders, to accommodate the delivery of a higher price to such other shareholders. Representatives of Evercore delivered this message to Platinum later that day.

On March 3, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference, wherein representatives of Evercore confirmed to the Special Committee that they had communicated the Special Committee’s counterproposal to Platinum. The Special Committee determined to wait for a response from Platinum to the Special Committee’s counterproposal prior to taking any further action.

Later on March 3, 2023, representatives of Platinum delivered a revised counterproposal to representatives of Evercore of $8.00 per Ordinary Share to shareholders of the Company on a combined basis, consisting of differential consideration of $8.40 per Ordinary Share to the minority shareholders, and lower consideration of $7.84 per Ordinary Share to the Bain Shareholder, and also communicated the counterproposal to representatives of the Bain Shareholder. Also on March 3, 2023, the Chairman of the

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Special Committee spoke via telephone with a representative of the Bain Shareholder, who indicated that in order to facilitate the deal and in addition to the other concessions previously accepted, the Bain Shareholder was prepared to accept the proposed differential consideration of $7.84 per Ordinary Share, such that the minority shareholders would receive $8.40 per Ordinary Share. The Chairman of the Special Committee subsequently updated the other members of the Special Committee, as well as representatives of Evercore and Wachtell Lipton, on this revised proposal.

On March 4, 2023, the Special Committee, representatives of Evercore and Wachtell Lipton and certain members of Company management met via videoconference to discuss the updated counterproposal from Platinum and concession by the Bain Shareholder to accept a lower price per share than the other shareholders. After discussion, the Special Committee unanimously determined to provisionally accept Platinum’s counteroffer for $8.40 per Ordinary Share for the minority shareholders, subject to finalization of transaction documents, the receipt of Evercore’s fairness opinion and final approval. The Committee instructed representatives of Evercore to finalize its financial analysis of the $8.40 per Ordinary Share for the minority shareholders proposal and instructed Wachtell Lipton to continue to negotiate and finalize the Merger Agreement and other transaction documents with Gibson Dunn and K&E. Later on March 4, 2023, Wachtell Lipton, Gibson Dunn and K&E participated in a call to discuss and continue negotiating terms of the Merger Agreement and other transaction documents.

Also on March 4, 2023, the Company entered into a letter agreement with Centerview, finalizing the terms of Centerview’s engagement as a financial advisor to the Company.

On March 6, 2023, the Company entered into a letter agreement with J.P. Morgan, finalizing the terms of J.P. Morgan’s engagement as an additional financial advisor to the Company.

On March 7, 2023, the Special Committee held a meeting via videoconference, attended by representatives of Evercore and Wachtell Lipton and certain members of Company management, to discuss and review the draft Merger Agreement, the Voting Agreement, the TRA Termination Agreement and the Guarantee and to consider the Transactions. Representatives of Evercore reviewed with the Special Committee Evercore’s financial analysis of the consideration proposed in the Transactions to be paid to the Unaffiliated Shareholders. Representatives of Wachtell Lipton reviewed the terms of the draft transaction agreements. Representatives of Evercore then rendered Evercore’s oral opinion, which was subsequently confirmed in writing, to the Special Committee to the effect that, as of the date of and subject to the assumptions, limitations, qualifications and other conditions set forth in such opinion, the Merger Consideration, is fair, from a financial point of view, to the holders of Ordinary Shares (other than holders of Bain Shares or Excluded Shares). See “Special Factors—Opinion of the Special Committee’s Financial Advisor.” The representatives of Wachtell Lipton discussed certain legal matters with the Special Committee, including the fiduciary duties of directors under the circumstances of the Transactions. Following additional discussion, including of the factors summarized in “Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger,” the members of the Special Committee unanimously: (i) determined that the Proposed Transaction, including the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Guarantee and the transactions contemplated thereby, including the Merger, was fair to and in the best interests of the Unaffiliated Shareholders, (ii) recommended that the Board approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth therein, (iii) recommended that the Board approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, the TRA Termination Agreement, the Voting Agreement and the Guarantee, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iv) recommended that the Board direct that the Merger Agreement and the Plan of Merger be submitted to the Company Shareholders for approval and (v) recommended that the Board resolve to recommend that the Company Shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

Later on March 7, 2023, following the Special Committee’s meeting, the Board held a meeting by videoconference, attended by representatives of K&E and Wachtell Lipton and certain members of Company management, to discuss and review the draft Merger Agreement, to receive the report of the Special Committee and to consider the Transactions. Following this discussion, representatives of Wachtell Lipton described the process undertaken by the Special Committee and its financial advisor, the receipt of

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Evercore’s opinion and the Special Committee’s recommendation that the Merger Agreement be approved. Following such discussion the Board unanimously (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company Shareholders for approval; and (iv) resolved to recommend that the Company Shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

Following such meeting and early in the morning of March 8, 2023, the Company, Parent and Merger Sub executed the Merger Agreement and related transaction documents, and prior to the opening of trading of the Ordinary Shares on Nasdaq, the Company issued a press release announcing the execution of the Merger Agreement.

Recommendation of the Diversey Board of Directors and Special Committee

At a meeting of the Board on March 7, 2023, the Board, based in part on the unanimous recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein, (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolved to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

Accordingly, the Board recommends that the Company’s shareholders vote “FOR” the Merger Proposal (Proposal 1).

See “Special Factors—Reasons for the Merger” for additional information related to the factors considered by the Board in authorizing the Merger, the Merger Agreement, Plan of Merger and the Transactions and recommending that the Company’s shareholders vote “FOR” the Merger Proposal.

Reasons for the Merger

Recommendation of the Special Committee

In recommending the Merger Agreement and evaluating the transactions contemplated thereby, including the Merger, the Special Committee consulted with the Special Committee’s financial and legal

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advisors and considered the following factors as being generally supportive of their determinations and recommendations, which are not intended to be exhaustive and are not presented in any relative order of importance:

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the Merger Consideration for the minority shareholders of $8.40 per Ordinary Share represented a premium of 41% over the closing price of the Ordinary Shares on March 7, 2023, the last trading day before the announcement of the Merger Agreement, and a 42% premium to the volume weighted average price for the 30-day trading period ended March 7, 2023;

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information available to the Special Committee with respect to the Company’s business, operations, financial condition, earnings and prospects, the Company’s long-range plans, and the risks in achieving those prospects and plans, including the information further described in the section herein entitled “Management Projections” beginning on page 48 of this proxy statement;

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recent market volatility related to the evolving macroeconomic headwinds facing the Company and the hygiene, infection prevention or cleaning solutions industries more generally, including increased risk of recession, persistent high inflation and the impact of changed economic circumstances on key customer segments;

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the Special Committee’s belief that the Merger Agreement and the transactions contemplated thereby, including the Merger, were more favorable to the Company and the Unaffiliated Shareholders, when compared with the Company’s stand-alone business plan and long-term prospects, and the associated benefits and risks;

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the fact that the Special Committee was able to negotiate an increase in the offer price from the $7.50 per Ordinary Share consideration offered in the January 11 Letter to $8.40 per Ordinary Share on behalf of the Unaffiliated Shareholders, representing an increase of approximately 12%;

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the fact that the minority shareholders are receiving a higher cash price per Ordinary Share than the Bain Shareholder is receiving in respect of its Ordinary Shares receiving cash consideration;

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the belief by the Special Committee, after discussions with the Special Committee’s advisors and negotiations with Platinum and the Bain Shareholder, that the consideration of $8.40 per Ordinary Share for the minority shareholders was likely the highest price per Ordinary Share that Platinum was willing to pay and $0.56 was the greatest consideration differential between the Merger Consideration and the Bain Consideration that the Bain Shareholder was willing to accept, that the terms were the most favorable terms the Parent and the Bain Shareholder would be willing to agree to and that further negotiations would create a risk of causing the Parent or the Bain Shareholder to abandon the transaction altogether or materially delay the entry into a definitive agreement for the transaction;

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the financial and other terms and conditions of the Merger Agreement (including the consideration of $8.40 per Ordinary Share, in cash, without interest and subject to any withholding taxes) and the transactions contemplated thereby, including the Merger, resulting from extensive arm’s-length negotiations conducted at the direction of the Special Committee, with the assistance of experienced legal and financial advisors, during a process that occurred over the course of approximately two months;

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the current and historical market prices of the Ordinary Shares, considering the market performance of the Ordinary Shares relative to the common stock of other participants in the industry in which the Company operates and general market indices;

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that the Merger Consideration consists solely of cash, providing the Unaffiliated Shareholders with certainty of value and liquidity, while eliminating long-term business and execution risk;

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the oral opinion of Evercore, which was subsequently confirmed by delivery of a written opinion, dated March 7, 2023, to the Special Committee to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the holders of Ordinary Shares (other than the holders of Bain Shares and Excluded Shares) (as more fully described under “Special Factors—Opinion of the Special Committee’s Financial Advisor”), and which analyses and conclusions are expressly adopted by the Special Committee (the Special Committee considered the

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holders of Ordinary Shares (other than the holders of Bain Shares and Excluded Shares) to be situated substantially similarly to the security holders unaffiliated with the Company generally);

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the fact that Company shareholders who properly exercise their dissention rights in accordance with Section 238 of the CICA will be entitled to such dissenting rights in connection with the Merger;

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the likelihood of the Merger being completed, based on, among other matters:

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the limited nature of the conditions to completion of the Merger as provided by the Merger Agreement, including the absence of a financing condition;

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the requirement that Parent and Merger Sub take certain actions, subject to the terms of the Merger Agreement, to obtain the regulatory approvals required to consummate the Merger, subject to and in accordance with the terms and conditions of the Merger Agreement;

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the fact that the Bain Shareholder, who holds approximately 73.0% of the voting power of the Company’s outstanding share capital, has duly executed and entered into the Voting Agreement, pursuant to which it has agreed to vote the Bain Shares in favor of the Merger Proposal, subject to, and in accordance with, the terms and conditions of the Voting Agreement; and

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the availability of the remedy of specific performance to the Company under the Merger Agreement in certain circumstances, including the Company’s right under the Equity Commitment Letter to cause the Equity Financing to be funded if, among other things, the conditions to closing are satisfied (or would be satisfied at the Closing) and the Debt Financing has been funded or will be funded at the Closing;

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the terms and conditions of the Merger Agreement, including:

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the fact that Parent must pay the Parent Termination Fee of $125,000,000 to the Company in certain circumstances, including if the Parent fails to consummate the Merger pursuant to its obligations under the Merger Agreement, or due to a material uncured breach by Parent under the Merger Agreement;

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the Company’s right, in response to an unsolicited written bona fide acquisition proposal and subject to compliance with certain procedural requirements (including the Special Committee’s good faith belief (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or will lead to a Superior Proposal), (i) to furnish information with respect to the Company to a person making such acquisition proposal and (ii) to engage in negotiations or discussions with the person making such acquisition proposal;

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the ability of the Special Committee to change or withdraw its recommendation, subject to compliance with certain procedural requirements, that the Unaffiliated Shareholders vote in favor of the Merger Proposal in connection with (i) an unsolicited written bona fide acquisition proposal that the Special Committee has determined in good faith (after consultation with its financial advisors and outside legal counsel) is a Superior Proposal or (ii) a specified Intervening Event, if the Special Committee determines that the failure to change or withdraw its recommendation would be inconsistent with its fiduciary duties;

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the ability of the Company, at the Special Committee’s direction, to terminate the Merger Agreement within a 30 business day period following execution of the Merger Agreement in connection with a Superior Proposal, subject to compliance with certain procedural requirements, including payment of the Company Termination Fee, if the Special Committee determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties; and

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the terms of the Merger Agreement providing the Company sufficient operating flexibility to conduct its business in the ordinary course until the consummation of the Merger or the termination of the Merger Agreement;

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the Special Committee’s belief that it was fully informed about the extent to which the interests of the Bain Shareholder in the Merger differ from those of the Unaffiliated Shareholders; and

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the potential risks to the Company’s ability to pursue and execute long-term strategic objectives and growth plans as a public company.

The Special Committee believes that sufficient procedural safeguards were, and are, present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Shareholders. These procedural safeguards include the following:

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that, from its formation, the Special Committee was granted authority to, among other things, review, evaluate and negotiate the terms and conditions, and to determine the advisability of, the Merger Agreement and the transactions contemplated thereby, including the Merger, to recommend to the Board what action, if any, should be taken by the Board with respect to the Transactions (including recommending not to pursue the Transactions), and the fact that the Board agreed that it would not approve, or recommend to the Unaffiliated Shareholders the Merger Proposal without the favorable recommendation of the Special Committee;

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that the members of the Special Committee are not employees of, or otherwise affiliated with the Parent or the Bain Shareholder, and are not expected to have an economic interest in the Company or the Surviving Company following the completion of the Merger;

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that the Special Committee received the advice and assistance of experienced independent legal and financial advisors;

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the various terms and conditions of the Merger Agreement, including the fact that the Merger Agreement provides that it cannot be amended, nor may any provision be waived by the Company, without the approval and at the direction of the Special Committee;

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that, at the direction of the Special Committee, with the assistance of legal and financial advisors, extensive negotiations occurred with Parent regarding the consideration to be paid pursuant to the Merger Agreement that resulted in an increase in such consideration from Platinum’s and Solenis’ price proposal on January 11, 2023 of $7.50 per Ordinary Share to $8.40 per Ordinary Share price for the minority shareholders;

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that the members of the Special Committee met on numerous occasions during the course of approximately two months (with its legal and financial advisors present) to discuss the potential acquisition, the ongoing negotiations with Parent and financial information relating to the Company; and

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that the Special Committee and Board made their evaluation of the Merger Agreement and the Merger based upon the factors discussed in this proxy statement and with the full knowledge of the interests of the Bain Shareholder in the Merger.

The Special Committee also considered the following uncertainties, risks and potentially countervailing factors in their deliberations concerning the Merger, which are not intended to be exhaustive and are not presented in any relative order of importance:

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that, following the completion of the Merger, the Company will no longer exist as an independent public company and that the consummation of the Merger and receipt of the Merger Consideration in the Merger, while providing relative certainty of value, will not allow the Unaffiliated Shareholders to participate in potential further growth in the Company’s assets (including following the Company’s combination with Solenis), future earnings growth, future appreciation in value of the Ordinary Shares or any future dividends after the Merger;

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the risk that the transactions contemplated by the Merger Agreement, including the Merger, may not be consummated in a timely manner or at all, and the consequences thereof, including (i) the potential loss of value to the Company’s shareholders, (ii) the potential negative impact on the operations and prospects of the Company, including the risk of loss of key personnel, and (iii) the market’s perception of the Company’s prospects could be adversely affected if such transactions were delayed or were not consummated;

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the fact that Platinum and Solenis had in August 2022 made and subsequently withdrawn a proposal to acquire the Company at the higher price of $11.00 per Ordinary Share;

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the fact that the Merger Consideration for the minority shareholders of $8.40 per Ordinary Share represented a decrease of 44% from the $15.00 per share price at which Ordinary Shares were sold during the Company’s initial public offering, noting however that market, economic and industry conditions had each changed materially since that time and it did not appear reasonably likely that the Ordinary Shares would regain such trading levels on a standalone basis in any reasonable timeframe, if at all;

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the restrictions imposed by the Merger Agreement on the Company’s solicitation of acquisition proposals from third parties;

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the possibility that, at the Closing, Parent’s available sources of Debt Financing are less than the amount required to consummate the Merger, in which event the Company would not be able to specifically enforce Parent’s obligation to complete the Merger and instead would have the sole and exclusive remedy of terminating the Merger Agreement and causing Parent to pay the Parent Termination Fee;

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the understanding that some of the Company’s directors and executive officers have other interests in the Merger in addition to their interests as shareholders of the Company, including the manner in which they would be affected by the Merger (as discussed under “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”);

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the possible effects of the pendency or consummation of the transactions contemplated by the Merger Agreement, including the potential for suits, actions or proceedings in respect of the Merger Agreement or the transactions contemplated by the Merger Agreement, the risk of any loss or change in the relationship of the Company and its subsidiaries with their respective employees, agents, customers and other business relationships, and any possible effect on the Company’s ability to attract and retain key employees, including that employees might choose not to remain employed with the Company prior to the completion of the Merger;

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the restrictions placed on the conduct of the Company’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which could delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company absent the pending completion of the Merger;

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that the receipt of cash in exchange for Ordinary Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes;

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the fact that the Merger Agreement does not include (i) an affirmative vote of a majority of the Unaffiliated Shareholders as a condition to the Merger or (ii) the opportunity for the Unaffiliated Shareholders to participate in any ongoing equity investment in the Surviving Company, and despite the Special Committee’s attempts to include such conditions in the Merger Agreement, there are no such conditions to the consummation of the Merger;

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that the Company’s directors, officers and employees have expended and will expend extensive efforts attempting to complete the transactions contemplated by the Merger Agreement and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions; and

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that the Company has incurred and will incur substantial costs in connection with the transactions contemplated by the Merger Agreement, even if such transactions are not consummated.

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

In considering the fairness of the Merger Agreement, the Special Committee did not consider the liquidation value or net book value of the Company. The liquidation value was not considered because the Company is a viable going concern and the Special Committee did not believe that the orderly sale of the Company’s assets for cash and the subsequent distribution of proceeds from such sale was a practical alternative to the transactions contemplated by the Merger Agreement. Therefore, the Special Committee believed that the liquidation value of the Company is irrelevant to a determination as to whether the Merger

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Agreement or the transactions contemplated by the Merger Agreement are fair to the Unaffiliated Shareholders. Further, the Special Committee did not consider net book value, which is an accounting concept, as a factor because they did not believe that net book value is a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. Other than Platinum’s and Solenis’ August 2022 proposal to acquire the Company at a price of $11.00 per Ordinary Share, which was subsequently withdrawn, the Special Committee is not aware of any firm offers made by any other person for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company during the past two years. In addition, the Special Committee did not seek to establish a pre-Merger going concern value for the Company as such. Rather, the Special Committee believed that the financial analyses presented by Evercore, as more fully summarized under the caption “Special Factors—Opinion of the Special Committee’s Financial Advisor,” on which the Special Committee relied in making its recommendation to the Board, represented potential valuations of the Company as it continues to operate its business. The Special Committee considered each of the analyses performed by Evercore in the context of the opinion provided by Evercore as well as various additional factors, as discussed above.

The foregoing discussion is not exhaustive but is intended to summarize the material information and factors considered by the Special Committee in its consideration of the transactions contemplated by the Merger Agreement, including the Merger. The Special Committee reached the unanimous decision to recommend that the Board approve the Company’s entry into the Merger Agreement, considering the factors described above and other factors that the Special Committee believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations. In addition, each individual member of the Special Committee may have given different weight to different factors. The Special Committee conducted an overall review of the factors described above, including thorough discussions with the Special Committee’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, their determinations.

Recommendation of the Diversey Board

The Board, on behalf of the Company, believes, based on the factors described below, that the Merger is fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

The Board did not assess whether the “rollover” provisions of the Rollover Agreement, including the terms of the common and preferred units to be received by the Bain Shareholder pursuant to the Rollover Agreement, or the differential merger consideration to be received by the Bain Shareholder is advisable, fair to and in the best interests of the Bain Shareholder. Based on the unanimous recommendation of the Special Committee (discussed further below) and on the basis of the other factors described above and below, the Board unanimously: (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein, (iii) directed that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolved to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA.

In the course of reaching its determination and making its recommendations, the Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

•

the Special Committee’s analysis (as to both substantive and procedural aspects of the Merger), conclusions and unanimous determination, which the Board adopted, that the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Shareholders (and, as described in this proxy statement, the “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act). The Board also considered the Special Committee’s unanimous recommendation

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that the Board (i) approve, adopt and declare advisable the Merger Agreement and cause the Company to consummate the Merger upon the terms and subject to the conditions set forth therein, (ii) approve the execution, delivery and performance by the Company of its covenants and other obligations under the Merger Agreement, and the consummation by the Company of the transactions contemplated thereby, upon the terms and conditions set forth therein, (iii) direct that the Merger Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval and (iv) resolve to recommend that the Company’s shareholders authorize the Plan of Merger in accordance with the Company’s organizational documents and the CICA;

•

the procedural fairness of the Merger, including that (i) it was negotiated by the Special Committee consisting solely of independent (for purposes of serving on the Special Committee) and disinterested directors that are not affiliated with, and are independent of, the Bain Shareholder and were otherwise disinterested and independent with respect to a potential acquisition of the Company, other than as discussed in the section entitled “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”; and (ii) the Special Committee had the authority to negotiate the Merger Agreement, determine the advisability of the Transactions, to recommend to the Board what action should be taken with respect to the Transactions and to select and engage, and was advised by, its own independent legal and financial advisors; and

•

the other material factors and countervailing factors considered by the Special Committee and listed above.

The Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

In considering the fairness of the Merger Agreement, the Board did not consider the liquidation value or net book value of the Company. The liquidation value was not considered because the Company is a viable going concern and the Board did not believe that the orderly sale of the Company’s assets for cash and the subsequent distribution of proceeds from such sale was a practical alternative to the transactions contemplated by the Merger Agreement. Therefore, the Board believed that the liquidation value of the Company is irrelevant to a determination as to whether the Merger Agreement or the transactions contemplated by the Merger Agreement are fair to the Unaffiliated Shareholders. Further, the Board did not consider net book value, which is an accounting concept, as a factor because they did not believe that net book value is a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. Other than Platinum’s and Solenis’ August 2022 proposal to acquire the Company at a price of $11.00 per Ordinary Share, which was subsequently withdrawn, the Board is not aware of any firm offers made by any other person for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company during the past two years.

The foregoing discussion is not exhaustive but is intended to summarize the material information and factors considered by the Board in its consideration of the transactions contemplated by the Merger Agreement, including the Merger. The Board reached the unanimous decision to recommend the Company’s entry into the Merger Agreement, considering the factors described above and other factors that it believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations. In addition, each individual member of the Board may have given different weight to different factors. The Board conducted an overall review of the factors described above, and considered the factors overall to be favorable to, and to support, their determinations.

It should be noted that certain aspects of this explanation of the reasoning of both the Special Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Factors Regarding Forward-Looking Statements.”

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Opinion of the Special Committee’s Financial Advisor

The Special Committee retained Evercore to act as its financial advisor in connection with the Merger. As part of this engagement, the Special Committee requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Ordinary Shares (other than holders of Bain Shares or Excluded Shares ), a group of security holders which the Special Committee considered to be situated substantially similarly to the security holders unaffiliated with the Company generally. At a meeting of the Special Committee held on March 7, 2023, Evercore rendered to the Special Committee its opinion to the effect that, as of March 7, 2023 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $8.40 per share to be received by the holders of Ordinary Shares in the Merger was fair, from a financial point of view, to such holders (other than holders of Bain Shares or Excluded Shares).

The full text of the written opinion of Evercore, dated March 7, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex G to this proxy statement and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of Ordinary Shares should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

In connection with rendering its opinion, Evercore, among other things:

•

reviewed certain publicly available business and financial information relating to the Company that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

•

reviewed certain internal projected financial data relating to the Company prepared and furnished to Evercore by management of the Company, as approved for its use by the Special Committee (the “Management Projections”, as defined and more fully described in the section entitled “Special Factors—Management Projections” beginning on page 48 of this proxy statement);

•

discussed with management of the Company their assessment of the past and current operations of the Company, the current financial condition and prospects of the Company, and the Management Projections (including their views on the risks and uncertainties of achieving the Management Projections);

•

reviewed the reported prices and the historical trading activity of the Ordinary Shares;

•

compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

•

compared the financial performance of the Company and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

•

reviewed the financial terms and conditions of a draft, dated March 7, 2023, of the Merger Agreement; and

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading.

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With respect to the Management Projections, Evercore assumed with the Special Committee’s consent that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company. Evercore expressed no view as to the Management Projections or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Merger or reduce the contemplated benefits to the holders of the Ordinary Shares (other than the Bain Shares or Excluded Shares) of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of Evercore’s opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. It was understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of the Ordinary Shares (other than the holders of Bain Shares or Excluded Shares), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of Bain Shares or any other class of securities, creditors or other constituencies of the Company, nor the aggregate consideration to be paid pursuant to the Merger Agreement nor any allocation among shareholders of the aggregate consideration to be paid pursuant to the Merger Agreement, including among all holders of Ordinary Shares, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, any offer to purchase, redeem or exchange, or consent solicitation undertaken with respect to, outstanding debt securities of the Company, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement including the Rollover Agreement or the TRA Termination Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Ordinary Shares or any business combination or other extraordinary transaction involving the Company. Evercore’s opinion did not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of Ordinary Shares should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which the Ordinary Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the Merger or as to the impact of the Merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

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Set forth below is a summary of the material financial analyses reviewed by Evercore with the Special Committee on March 7, 2023 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before March 6, 2023 (the last full trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, less other adhoc operating costs, plus other operating cash flow items, less M&A acquisition cash outflows, less cash outflows relating to the Tax Receivable Agreement, that the Company was forecasted to generate during the Company’s fiscal years 2023 through 2027 based on the Management Projections. Evercore calculated terminal values for the Company utilizing terminal multiple and perpetuity growth rate methodologies.

Terminal Multiple Methodology

Evercore calculated terminal values for the Company by applying terminal multiples of 10.0x to 12.0x, which range was selected based on Evercore’s professional judgment and experience, to the Company’s estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) in fiscal year 2027 based on the Management Projections. The cash flows and terminal values in each case were then discounted to present value as of January 1, 2023 using discount rates ranging from 9.0% to 10.0%, which were based on an estimate of the Company’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the estimated Company Net Debt as of January 1, 2023, and the number of fully diluted Ordinary Shares, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per Ordinary Share of $6.95 to $9.68, compared to the Merger Consideration of $8.40 per Ordinary Share. For purposes of Evercore’s analysis, “Company Net Debt” was calculated as (1) total debt of the Company, plus (2) tax-effected pension liability, plus (3) asset retirement obligations, less (4) cash and cash equivalents.

Perpetuity Growth Rate Methodology

Evercore calculated terminal values for the Company by applying perpetuity growth rates of 3.25% to 3.75%, which range was selected based on Evercore’s professional judgment and experience, to a terminal

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year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Management Projections. The cash flows and terminal values in each case were then discounted to present value as of January 1, 2023 using discount rates ranging from 9.0% to 10.0%, which were based on an estimate of the Company’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the estimated Company Net Debt as of January 1, 2023, and the number of fully diluted Ordinary Shares, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per Ordinary Share of $5.72 to $9.03, compared to the Merger Consideration of $8.40 per Ordinary Share.

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies of similar size as the Company in the chemicals and services industry (the “Selected Companies”):

•

Ashland Global Specialty Chemicals Inc.

•

Avient Corporation

•

Axalta Coating Systems Ltd.

•

ChampionX Corporation

•

H.B. Fuller Company

•

Ingevity Corporation

•

Innospec Inc.

•

ISS A/S

•

Quaker Chemical Corporation

•

Sensient Technologies Corporation

•

Stepan Corporation

For each of the Selected Companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of estimated EBITDA for the 2023 fiscal year, which is referred to as “2023E EBITDA”, based on closing share prices as of March 3, 2023. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Selected Company	TEV / 2023E EBITDA
Ashland Global Specialty Chemicals Inc.		10.5x
Avient Corporation		11.9x
Axalta Coating Systems Ltd.		11.3x
ChampionX Corporation		9.4x
H.B. Fuller Company		9.5x
Ingevity Corporation		8.8x
Innospec Inc.		11.3x
ISS A/S		7.5x
Quaker Chemical Corporation		15.3x
Sensient Technologies Corporation		14.5x
Stepan Corporation		9.7x

Benchmark

High

Low

Median

3rd Quartile

TEV / 2023E EBITDA

15.3x

7.5x

10.5x

11.9x

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Based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied a total enterprise value / EBITDA multiple reference range of 10.5x—12.0x to the Company’s 2023E EBITDA based on the Management Projections. Based on this range of implied enterprise values, the Company’s estimated Company Net Debt as of January 1, 2023, and the number of fully diluted Ordinary Shares, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per Ordinary Share of $6.25 to $7.95, compared to the Merger Consideration of $8.40 per Ordinary Share.

Although none of the selected companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded chemical and service companies that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore also reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for Ecolab Inc. (“Ecolab”), which Evercore considered to be a comparable company based on its professional judgment and experience. Estimated financial data of Ecolab was based on publicly available research analysts’ estimates. Evercore calculated the average discount since the time of the Company’s initial public offering of the Company’s total enterprise value as a multiple of its next twelve month EBITDA (“NTM EBITDA”) to Ecolab’s total enterprise value as a multiple of its NTM EBITDA. Evercore subtracted the average discount of 7.8x that it calculated from a range of Ecolab’s total enterprise value / NTM EBITDA multiples of 18.4x—20.0x based on Ecolab’s NTM EBITDA as of March 3, 2023 and Ecolab’s NTM EBITDA at the time of the Company’s initial public offering, respectively, to derive a range of total enterprise value / NTM EBITDA multiples for the Company of 10.6x—12.2x and applied this range of multiples to the Company’s 2023E EBITDA based on the Management Projections. Based on this range of implied enterprise values, the Company’s estimated Company Net Debt as of January 1, 2023, and the number of fully diluted Ordinary Shares, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per Ordinary Share of $6.37 to $8.18, compared to the Merger Consideration of $8.40 per Ordinary Share.

Selected Transactions Analysis

Evercore reviewed financial information related to the following selected transactions involving target companies in the hygiene and cleaning chemicals industry announced since 2011 and selected the ones for which financial information was publicly available (the “Selected Transactions”).

For each selected transaction, Evercore calculated the implied total enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month EBITDA for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM EBITDA”. Estimated financial data of the Selected Transactions were based on publicly available information at the time of announcement of the relevant transaction.

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The analysis for the Selected Transactions reviewed by Evercore (as well as the month and year each was announced), was as follows:

Month and Year
Announced

Acquiror

Target

TEV
($mm)

EBITDA
($mm)

TEV / LTM
EBITDA

June 2011

Sealed Air Corporation

Diversey Holdings, Inc.

4,355

449

9.7x

April 2015

New Mountain Capital, L.L.C.

Zep Inc.

692

11.8x

March 2017

Bain Capital, LLC

Sealed Air Corporation—Diversey Care Division

3,200

251

12.7x

October 2017

Diversey Holdings,
Inc.

Zenith Hygiene Group plc

131

14.0x

April 2020

EQT

Schülke & Mayr GmbH

1,088

13.3x

May 2020

Kersia Group

Holchem Group Limited

107

October 2020

IK Investment Partners

Kersia Group

November 2020

Kersia Group

Sopura S.A.

February 2021

(1)

Bain Capital Private Equity

(2)

Cinven

Lonza Group AG—Specialty Ingredients business

4,672

358

13.0x

August 2021

Lanxess AG

International Flavors &
Fragrances Inc. (IFF)—Microbial
Control business

1,300

100

13.0x

Confidential

Benchmark

High

Low

TEV / LTM EBITDA

14.0x

9.7x

Based on the multiples it derived from the Selected Transactions and based on its professional judgment and experience, Evercore selected a reference range of total enterprise value to LTM EBITDA multiples of 12.0x to 14.0x and applied this range of multiples to the Company’s LTM EBITDA as of December 31, 2022 based on the financial results for the Company provided by the Company’s management. Based on this range of implied enterprise values, the estimated Company Net Debt as of January 1, 2023, and the number of fully diluted Ordinary Shares, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per Ordinary Share of $6.56 to $8.59, compared to the Merger Consideration of $8.40 per Ordinary Share.

Although none of the target companies or businesses reviewed in the Selected Transactions analysis is directly comparable to the Company and none of the Selected Transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the Selected Transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the Selected Transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the Selected Transactions and the multiples derived from the Selected Transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Transactions.

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Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Last 52-Week Trading Range

Evercore reviewed historical trading prices of Ordinary Shares during the twelve month period ended March 6, 2023, noting that the low and high closing prices during such period ranged from $3.95 to $10.68 per Ordinary Share, respectively.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the Ordinary Shares prepared and published by equity research analysts that were publicly available as of March 3, 2023. These price targets reflect analysts’ estimates of the future public market trading price of the Ordinary Shares at the time the price target was published. As of March 3, 2023, the range of selected equity research analyst price targets per Ordinary Share was $5.00 to $9.00, with a median price target of $6 per share. No new price targets were published on March 6, 2023, the last full trading day prior to the delivery by Evercore of its opinion to the Special Committee. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Ordinary Shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

Illustrative Present Value of Future Share Price

Evercore performed an illustrative analysis of the implied present value of the future price per Ordinary Share, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s NTM EBITDA, and an assumed enterprise value to NTM EBITDA multiple.

In calculating the implied present value of the future price per Ordinary Share, Evercore first calculated the implied future enterprise value of the Company by multiplying the Company’s estimated NTM EBITDA for the 2026 fiscal year, based on the Management Projections, by an illustrative enterprise value to NTM EBITDA multiple range of 8.8x to 10.8x, which was selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for the Company as of December 31, 2025. Based on this range of implied enterprise values, and the Company Net Debt as of December 31, 2025, as based on the Management Projections, Evercore calculated a reference range of implied future equity values for the Company. Evercore then discounted the implied future equity values to back to January 1, 2023 using a discount rate of 12.2%, which was based on an estimate of the Company’s cost of equity. This analysis indicated a range of implied equity values per Ordinary Share of $5.93 to $8.09, compared to the Merger Consideration of $8.40 per Ordinary Share.

Premiums Paid Analysis

Using publicly available information, and based on its professional judgment and experience, Evercore reviewed 26 transactions and announced bids for control of U.S. public targets in the chemicals and materials industry announced over the last 15 years. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day prior to the announcement of each transaction and the volume weighted average price per share of the target companies over a period of thirty days (“1M VWAP”) prior to announcement of each transaction.

This analysis indicated the following:

	1 Day Closing Price		1M VWAP
25th Percentile		19%		16%
Median		28%		31%
75th Percentile		41%		49%

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Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 28% to 41% to the closing price per Ordinary Share of $6.14 as of March 6, 2023 and premium range of 31% to 49% to the 1M VWAP per Ordinary Share of $5.89 as of March 6, 2023. This analysis indicated a range of implied equity values per Ordinary Share of $7.86 to $8.66 and $7.71 to $8.77, respectively, compared to the Merger Consideration of $8.40 per Ordinary Share.

Preliminary Presentations

In addition to the presentation made to the Special Committee on March 7, 2023, the date on which Evercore delivered its opinion, as described above, Evercore made other presentations to the Special Committee on January 26, February 1, February 9, February 13, February 14, February 15, February 16, February 17, February 21, February 22, February 23, February 24, February 27, February 28, March 1, March 2, March 3, March 4, and March 7, 2023, which are referred to as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Special Committee by Evercore have been attached as exhibits to the Schedule 13E-3. These written presentations and the written opinion will be available for any interested holder of Ordinary Shares to inspect and copy at the Company’s executive offices during regular business hours. None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Merger Consideration.

The February 13, February 14, February 15, February 16, February 17, February 21, February 22, February 23, February 24, February 27, February 28, March 1, March 2 and March 3, 2023 materials included (a) updates to the Company’s 1M VWAP and (b) comparisons of the updated 1M VWAP to the Parent’s offer premia over time, all of which were distributed to the Special Committee supplementally by Evercore and not in the context of a meeting.

The January 26, 2023 materials included (a) an executive summary; (b) an overview of the Company’s then current market situation; and (c) an overview of next steps for Evercore.

The February 1, 2023 materials included (a) an executive summary; (b) an overview of the Company’s then current market situation; (c) a review of the Management Projections; (d) a preliminary valuation of the Ordinary Shares; and (e) supporting background materials.

The February 9, 2023 materials included (a) updates based on Parent’s responses to proposed deal terms and (b) a review of differential consideration scenarios among holders of Ordinary Shares (other than the Bain Shareholder) and the Bain Shareholder based on Parent’s proposals.

The February 13, 2023 materials included a summary of differential consideration received by minority and majority shareholders in other precedent transactions.

The February 14, 2023 materials included an overview of differential consideration scenarios among holders of Ordinary Shares (other than the Bain Shareholder) and the Bain Shareholder.

The February 15, 2023 materials included a review of Parent’s proposal, with alternatives based on the form of consideration offered to holders of Ordinary Shares (other than the Bain Shareholder) and the Bain Shareholder.

Additional materials on February 15, 2023 included a summary of institutional shareholders of the Company.

The February 22, 2023 materials included an analysis of newly public companies that went private shortly after being publicly listed, based on a February 19, 2023 Wall Street Journal article.

The March 1, 2023 materials included (a) an executive summary; (b) an overview of the Company’s then current market situation; (c) a review of the context and alternatives of Parent’s offers; (d) a trading analysis of selected public companies; (e) supporting background materials; and (f) a review of the Company’s institutional shareholders.

The March 4, 2023 materials included (a) an executive summary; (b) a review of Parent’s offers; (c) updates to the Company’s 1M VWAP; and (d) comparisons of the updated 1M VWAP to the Parent’s offer premia over time.

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Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Special Committee on March 7, 2023 by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the March 7, 2023 presentation.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Special Committee. In connection with the review of the Merger by the Special Committee, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the Ordinary Shares. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Special Committee as to the fairness, from a financial point of view, of the Merger Consideration to the holders of Ordinary Shares (other than holders of Bain Shares or the Excluded Shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Special Committee, the Board or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Ordinary Shares.

Pursuant to the terms of Evercore’s engagement letter with the Special Committee, the Company has agreed to pay Evercore a fee for its services in the amount of approximately $8.5 million, of which $500,000 was paid as a retainer fee upon execution of Evercore’s engagement letter with the Company, $2,000,000 was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. The Company has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to the Company or its subsidiaries and Evercore has not received any compensation from the Company or its subsidiaries during such period. During the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory and/or other services to Platinum and/or its affiliates and portfolio companies and received fees for the rendering of these services in the amount of approximately $10 million. During the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory and/or other services to the Bain

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Shareholder and/or its respective affiliates and portfolio companies and received fees for the rendering of these services in the amount of approximately $20 million. Evercore may provide financial advisory or other services to the Company and Parent, Platinum and the Bain Shareholder or any of their respective affiliates or portfolio companies in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company, Parent, Platinum, the Bain Shareholder, or potential parties to the Merger and/or any of their respective affiliates or portfolio companies or persons that are competitors, customers or suppliers of the Company, Parent, Platinum, the Bain Shareholder or any of their respective affiliates or portfolio companies.

The Special Committee engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Reasons of the Parent Entities for the Merger

Under the SEC rules governing “going-private” transactions, each of the Parent Entities are an affiliate of the Company for purposes of the Merger and, therefore, required to express their reasons for the Merger to the Company’s Unaffiliated Shareholders. The Parent Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the Parent Entities, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and to cease public trading of the Ordinary Shares. The Parent Entities believe that structuring the Transactions in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the Ordinary Shares at the same time, (ii) will allow the Company to cease to be a publicly registered and reporting company, and (iii) represents an opportunity for the Company’s Unaffiliated Shareholders (other than the holders of the Excluded Shares) to receive the Merger Consideration of $8.40 per Ordinary Share in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Position of the Parent Entities as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Parent Entities are an affiliate of the Company and engaged in a “going-private” transaction for purposes of the Merger and, therefore, may be required to express their beliefs as to the fairness of the going private transaction and the Merger to the Company’s Unaffiliated Shareholders. The Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Parent Entities as to the fairness of the going private transaction and the Merger should not be construed as a recommendation to any Company shareholder as to how that shareholder should vote on the proposal to adopt the Merger Agreement. The Parent Entities have interests in the going private transaction and the Merger that are different from, and in addition to, those of the other shareholders of the Company.

The Parent Entities believe that the going private transaction and the Merger are fair to the Company’s Unaffiliated Shareholders on the basis of the factors described under “Special Factors—Reasons for the Merger” as set forth on pages 27 – 43 and have expressly adopted the conclusions and analysis of the Special Committee and Board described above.

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Reasons of the Bain Shareholder for the Merger

Under the SEC rules governing “going-private” transactions, the Bain Shareholder is an affiliate of the Company for purposes of the Merger, and, therefore, required to express its purposes and reasons for the Merger to the Unaffiliated Shareholders of the Company. The Bain Shareholder is making the statements in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Bain Shareholder do not make any recommendations as to how shareholders of the Company should vote their Ordinary Shares relating to the Merger.

When approached by Platinum about the Company pursuing a potential sale of the Company, the Bain Shareholder considered favorable current market conditions, and concluded that facilitating a take-private transaction that would provide certain value to all of the Company’s shareholders, as well as a premium of approximately 41.0% over the Company’s closing share price on March 7, 2023, the last full trading day prior to the announcement of the proposed Transactions, could be attractive to the Unaffiliated Shareholders. The Bain Shareholder ultimately agreed, in order to facilitate the proposed Transactions, to accept a lower price for its Ordinary Shares, forfeit its rights under the Tax Receivable Agreement, enter into the Tax Indemnity Agreement, sell only a portion of the Bain Shares and to rollover the remaining portion of the Bain Shares.

The Bain Shareholder believes that it is in the best interests of the Company’s shareholders to effect a liquidity transaction that affords the opportunity to receive the applicable merger consideration and related certainty of value, particularly when compared to the Company's stand-alone business plan and long-term prospects, and the associated benefits and risks.

If the Merger is completed, the Company will become a wholly owned subsidiary of Parent, and the Ordinary Shares will cease to be publicly traded. For the Bain Shareholder, the purpose of the Merger is to effectuate the Transactions and the Rollover Agreement, which will allow the Bain Shareholder to realize the value of a portion of its Ordinary Shares by receiving $7.84 per Ordinary Share in cash for a portion of its investment in the Company. The Bain Shareholder will also own common and preferred units of Topco (or, in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco) in exchange for the remaining portion of its investment in the Company. The Bain Shareholder believes that structuring the transaction in such manner is preferable to other alternative transaction structures because (i) it will enable Parent to acquire all of the outstanding Shares of the Company at the same time and (ii) it represents an opportunity for the Company’s Unaffiliated Shareholders to immediately realize the value of its investment in the Company at a price of $8.40 per Ordinary Share in cash, without interest and subject to applicable withholding taxes, and for the Bain Shareholder to immediately realize the value of a significant portion of their investment in the Company at a price of $7.84 per Ordinary Share in cash, without interest and subject to applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the Merger Agreement. The Bain Shareholder did not consider any other alternative transaction structures or other alternative means to accomplish the purposes set forth above because no other alternatives would enable them to achieve the same objectives.

Position of the Bain Shareholder as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, the Bain Shareholder is an affiliate of the Company for purposes of the Merger and, therefore, required to express its beliefs as to the fairness of the proposed going private transaction and the Merger to the Unaffiliated Shareholders of the Company. The Merger is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. As described below, the Bain Shareholder believes that the going private transaction and the Merger is fair to the Company’s Unaffiliated Shareholders on the basis of the factors described under “Special Factors—Reasons of the Company for the Merger” and “Special Factors—Position of the Parent Entities as to the Fairness of the Merger.” Directors of the Company employed by the Bain Shareholder did not participate in the deliberations of the Special Committee regarding the going private transaction and the Merger, and did not receive advice from the legal or other advisors of the Special Committee as to the fairness

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of the going private transaction and the Merger. As disclosed under “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger,” the Bain Shareholder has interests in the going private transaction and the Merger both different from those of the Unaffiliated Shareholders of the Company by virtue of the Bain Shareholder’s right to receive cash consideration of $7.84 per Ordinary Share, without interest and subject to any applicable withholding taxes (whereas the Unaffiliated Shareholders have the right to receive cash consideration of $8.40 per Ordinary Share, without interest and subject to any applicable withholding taxes) and the requirement of the Bain Shareholder to rollover a portion of its ownership stake in the Company (such rollover being valued with the same per Ordinary Share valuation of the Ordinary Shares used to determine the Bain Consideration) in exchange for an ownership stake in Topco (and, in certain circumstances, a subsidiary of Topco), which will indirectly own the Company following the consummation of the going private transaction and the Merger, and similar to those of the Unaffiliated Shareholders by virtue of the fact that the Bain Shareholder is eligible to receive cash consideration for a portion of its Ordinary Shares upon completion of the going private transaction and the Merger, albeit at a lower price per Ordinary Share than will be received by the Unaffiliated Shareholders.

The Unaffiliated Shareholders of the Company were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Merger Agreement is recommended by the Special Committee and approved by the Board. Based on the knowledge and analysis of the Bain Shareholder of available information regarding the Company, as well as discussions with the Company’s management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Board, the Bain Shareholder believes that the going private transaction and the Merger is fair to the Unaffiliated Shareholders of the Company based upon substantially the same factors described under “Special Factors—Reasons of the Company for the Merger.” The Bain Shareholder agrees with the analyses, determinations and conclusions described under “Special Factors—Recommendation of the Diversey Board of Directors and Special Committee,” “Special Factors—Reasons for the Merger— Recommendation of the Special Committee,” “Special Factors—Reasons for the Merger—Recommendation of the Diversey Board,” “Special Factors—Reasons of the Parent Entities for the Merger” and “Special Factors—Position of the Parent Entities as to the Fairness of the Merger,” and the Bain Shareholder expressly adopts the analyses and opinions of the Special Committee and the Board in reaching its determination as to the fairness of the Transactions.

None of the Company’s directors that are affiliates of the Bain Shareholder served on the Special Committee nor did they participate in the Special Committee’s evaluation of the Merger Agreement and the transactions contemplated thereby, including the going private transaction and the Merger. For these reasons, the Bain Shareholder does not believe that its interests in the going private transaction and the Merger influenced the decisions or recommendations of the Special Committee or the Board with respect to the Merger Agreement, going private transaction or the Merger.

In its consideration of the fairness of the proposed going private transaction and the Merger, the Bain Shareholder did not find it practicable to, and did not: (i) appraise the assets of the Company to determine the liquidation value for the Company’s Unaffiliated Shareholders, (ii) consider the net book value as a basis to evaluate per Ordinary Share consideration, (iii) consider that liquidation sales generally result in proceeds substantially less than sales of a going concern, (iv) consider the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, or (v) consider the Company’s viability as a going concern. The Bain Shareholder did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the Merger Consideration to the Company’s Unaffiliated Shareholders because, in their view, it does not reflect, or have any meaningful impact on, either the market trading prices of the Ordinary Shares or the Company’s value as a going concern. The Bain Shareholder is not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than a filing person in the two years preceding the signing of the Merger Agreement.

The foregoing discussion of the information and factors considered and given weight by the Bain Shareholder in connection with the fairness of the Merger Agreement and transactions contemplated thereby, including that the Merger is not intended to be exhaustive but is believed to include all material factors considered by the Bain Shareholder. The Bain Shareholder did not find it practicable to, and did not,

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quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the Merger Agreement and transactions contemplated thereby, including the going private transaction and the Merger. Rather, the Bain Shareholder made the fairness determinations after considering all of the foregoing as a whole. The Bain Shareholder believes these factors provide a reasonable basis upon which to form the belief that the going private transaction and the Merger are fair to the Company’s Unaffiliated Shareholders. This belief should not, however, be construed as a recommendation to any Company shareholder to adopt the Merger Agreement. The Bain Shareholder did not make any recommendation as to how shareholders of the Company should vote their Ordinary Shares relating to the going private transaction and the Merger.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Ordinary Shares are currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further public market for the Ordinary Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Ordinary Shares will be delisted from Nasdaq and deregistered under the Exchange Act.

The Parent Entities currently anticipate that following completion of the Merger, the Company’s operations will be conducted substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The Parent Entities are currently conducting a review of the Company and its business and operations with a view towards determining how to redirect the Company’s operations to improve the Company’s long-term earnings potential as a private company (including by reducing the Company’s costs and expenses following the Merger) and expect to complete such review following completion of the Merger. Further, following completion of the Merger, the Parent Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of the Company. The Parent Entities expect to enhance the Company’s business and operations by taking advantage of certain expected synergies resulting from the combination of the Company’s business with Solenis, a portfolio company of Platinum. Solenis is focused on water treatment solutions, which are complementary to the products offered by the Company. Through combining Solenis and Diversey, the Parent Entities expect to create a more diversified business with increased scale, broader global reach and superior customer service capabilities. The Parent Entities expect this will enable the combined company to grow and benefit from cross-selling opportunities. In addition, the Parent Entities may seek to buy or combine the Company with target companies that provide additional earnings and growth synergies; however, no such contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions relating to the Company and its subsidiaries currently exist.

From and after the Effective Time of the Merger, (a) the directors of the Surviving Company will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the CICA and the memorandum and articles of association of the Surviving Company until their respective successors are duly elected or appointed and qualified, and (b) the officers of the Surviving Company will be the officers of the Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the CICA and the memorandum and articles of association of the Surviving Company until their respective successors are duly appointed.

At the Effective Time, the memorandum and articles of association of the Surviving Company shall be amended and restated in their entirety to read as set forth in exhibit to the Merger Agreement, until thereafter amended as provided by the CICA and such memorandum and articles of association.

Certain Effects of the Merger

If the Requisite Shareholder Approval is obtained, and all conditions to the Merger are satisfied or waived, the Merger Agreement provides that at the Effective Time, Merger Sub will merge with and into the Company in accordance with the Plan of Merger, and the separate existence of Merger Sub will cease and the Company will continue as the Surviving Company in the Merger as a wholly owned subsidiary of Parent.

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Treatment of the Ordinary Shares

Treatment of Equity Compensation Awards

Diversey equity awards outstanding immediately prior to the Effective Time will be subject to the following treatment:

•

Each Company Option outstanding immediately prior to the Effective Time will automatically be cancelled without payment (whether in cash or other consideration).

•

Each Restricted Ordinary Share will automatically vest and be cancelled and converted into the right to receive an amount in cash, without interest thereon, equal to the Merger Consideration.

•

All payments made in connection with the treatment of Diversey equity awards are subject to withholding taxes as required by law.

Prior to the Effective Time, the Company’s equity awards (other than the Company Options, Unvested IPO Celebration RSUs and the Retention RSUs) may be eligible to vest upon a holder’s termination by the Company without Cause or by the holder for Good Reason. At the Effective Time, the Company will take all action necessary to effect the cancellation and exchange (as applicable) of the Company equity awards described above and the Company’s 2021 Omnibus Incentive Plan and each other employee plan that provides for the award of Ordinary Shares or rights of any kind to receive Ordinary Shares or benefits measured in whole or in part by reference to Ordinary Shares. Holders of Diversey equity awards at the

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Effective Time will cease to have any rights with respect to Company equity awards other than the rights to receive the payments described above.

Benefits of the Merger for the Unaffiliated Shareholders

The primary benefit of the Merger to the Unaffiliated Shareholders will be their right to receive the Merger Consideration for each Ordinary Share held by such shareholder as described above. This amount constitutes a premium of 41.2% over the $5.95 closing price per Ordinary Share on Nasdaq on March 7, 2023, the trading day prior to the date of the execution of the Merger Agreement, as well as a premium of $0.56 per Ordinary Share, or 7.1%, over the amount being received by the Bain Shareholder for its Ordinary Shares. Additionally, such shareholders will avoid the risk after the Merger of any possible decrease in Diversey’s future earnings, growth or value.

Detriments of the Merger to the Unaffiliated Shareholders

The primary detriment of the Merger to the Unaffiliated Shareholders is the lack of an interest of such shareholders in the potential future earnings, growth, or value realized by Diversey after the Merger. In addition, the Unaffiliated Shareholders will not benefit from any sale of Diversey or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Ordinary Shares pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to shareholders who surrender their Ordinary Shares in the Merger to the extent that such shareholders have any gain on their Ordinary Shares.

Certain Effects on the Company if the Merger is Not Completed

If the Merger Proposal is not approved by the Company’s shareholders or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their Ordinary Shares in connection with the Merger. Instead, unless the Company is sold to a third party, the Company will remain an independent public company, and the Ordinary Shares will continue to be listed and traded on Nasdaq, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s shareholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your Ordinary Shares, including the risk that the market price of the Ordinary Shares may decline to the extent that the current market price of the Ordinary Shares reflects a market assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, the Company would be required to pay the Company Termination Fee, or Parent would be required to pay the Parent Termination Fee. See “The Merger Agreement—Termination Fees and Expenses.”

Management Projections

The Company does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, the Company is including a summary of certain previously nonpublic, unaudited prospective financial information for the fiscal year ending December 31, 2023 through the fiscal year ending December 31, 2027 (collectively, the “Management Projections”) that select members of the Company’s management provided to the Special Committee and the Special Committee’s advisors in connection with their evaluation of the Merger. The Management Projections were prepared on a stand-alone basis and do not take into account any of the transactions contemplated by the Merger Agreement, including any costs incurred in connection with the Merger, or any changes to the Company’s operations or strategy that may be implemented after the completion of the Merger. As a result, actual results likely will differ, and may differ materially, from those contained in the Management Projections. You should note that Management Projections constitute forward-looking statements.

The Company’s management provided the Management Projections to the Special Committee, and the Special Committee directed Evercore to use the Management Projections in connection with performing

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certain of its financial analyses in connection with its opinion, as described in more detail in the section of this proxy statement entitled “Special Factors—Opinion of the Special Committee’s Financial Advisor.” The Management Projections were also made available to representatives of Platinum the Bain Shareholder, J.P. Morgan Securities LLC and Centerview Partners LLC. The summaries of these projections are being included in this proxy statement solely to give Company shareholders access to non-public information that was provided to Evercore in the course of evaluating the Merger and are not included in this proxy statement to influence any Company shareholder to vote for the Merger Proposal, to vote against the Merger Proposal, or for any other purpose. The inclusion of this information should not be regarded as an indication that any of the Company, its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the Management Projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of the Company, including, among others, the Company’s assumptions about supply chain constraints, commodity prices, production and sales volume levels, operating results, competitive conditions, technology, availability of capital resources, levels of capital expenditures, other contractual obligations, inflation and the supply of and demand for its products, as well as the other matters described in the section entitled “Cautionary Factors Regarding Forward-Looking Statements.” The Management Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Company can give no assurance that the Management Projections and the underlying estimates and assumptions will be realized. In addition, since the Management Projections cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected. See “Cautionary Factors Regarding Forward-Looking Statements.”

The Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with U.S. generally accepted accounting principles (“GAAP”), published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for preparation and presentation of prospective financial information.

These non GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Management Projections, are excluded from the definition of “non GAAP financial measures” under applicable SEC rules and regulations. As a result, the Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the independent registered public accounting firm to the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2022 relates to historical financial information of the Company, and such report does not extend to the projections included below and should not be read to do so.

Furthermore, the Management Projections do not take into account any circumstances or events occurring after the date they were prepared. The Company can give no assurance that, had the Management Projections been prepared as of the date of this proxy statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, the Company does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Management Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events,

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even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The Management Projections do not take into account all the possible financial and other effects on the Company of the Merger, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Management Projections do not take into account the effect on the Company of any possible failure of consummation of the Merger and should not be viewed as accurate or continuing in that context. None of the Company or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Company shareholder or other person regarding the Company’s ultimate performance compared to the information contained in the Management Projections or to the effect that the forecasted results will be achieved. The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company or its advisors or any other person that it is viewed as material information of the Company, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, as well as the uncertainties inherent in any forecasted information, Company shareholders are cautioned not to place undue reliance on such information, and the Company urges all of its shareholders to review the Company’s most recent SEC filings for a description of the Company’s reported financial results.

Certain Assumptions

In preparing the Management Projections described below, the Company’s management team used the following foreign exchange rate assumptions:

	Management Projections		Market Rate Estimates(1)
	2022E – 2027E		2023E		2024E		2025E		2026E		2027E
Currency Pair
EUR/USD		1.082		1.10		1.12		1.13		1.09		1.11
CAD/USD		0.739		0.760		0.770		0.750		0.780		0.740
TRY/USD		0.045		0.049		0.045		0.03		0.034		0.034
GBP/USD		1.246		1.25		1.28		1.29		1.24		1.26
INR/USD		0.0119		0.0123		0.0123		0.0122		0.0126		0.0126

(1)

Source: WM/Refinitiv, FactSet Economic Estimates according to broker estimates collection.

In addition to the assumptions with respect to foreign exchange rates, the Management Projections are based on various other assumptions, including, but not limited to, the following principal assumptions:

•

revenue and expenses for the years 2023 - 2027 per the Company’s 2023 budget and five-year forecast;

•

completion of Company initiatives and investments to optimize the Company’s supply chain in North America;

•

impact on the Company by macroeconomic factors, including inflationary pressure and a potential recession in Europe in 2023; and

•

ability by the Company to invest in attractive capital expenditure and acquisition opportunities.

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The following table summarizes the Management Projections for the fiscal years 2023 through 2027 ($ in millions, unless otherwise stated):

	Company Management Forecasts
Dollars in millions, unless otherwise stated	2023F			2024F			2025F			2026F			2027F
Net Sales		$	3,023.2		$	3,147.8		$	3,352.6		$	3,569.9		$	3,794.0
YoY % change			N/A			4.1%			6.5%			6.5%			6.3%
Gross Profit		$	1,192.5		$	1,261.1		$	1,351.3		$	1,448.1		$	1,547.6
% Margin			39.4%			40.1%			40.3%			40.6%			40.8%
EBITDA(1)		$	370.4		$	397.6		$	445.4		$	499.5		$	554.3
% Margin			12.3%			12.6%			13.3%			14.0%			14.6%
EBIT(2)		$	274.7		$	301.9		$	349.7		$	403.8		$	458.6
% Margin			9.1%			9.6%			10.4%			11.3%			12.1%
Cash Taxes		-$	46.8		-$	50.2		-$	56.2		-$	63.0		-$	69.8
NOPAT(3)		$	227.9		$	251.6		$	293.4		$	340.8		$	388.8
Depreciation and amortization		$	95.7		$	95.7		$	95.7		$	95.7		$	95.7
Capital Expenditures		-$	106.0		-$	111.0		-$	109.5		-$	109.5		-$	109.5
Change in NWC		-$	14.4		-$	13.6		-$	19.1		-$	19.5		-$	18.2
Other Adhoc Operating Costs		-$	65.0		-$	45.0		-$	40.0		-$	35.0		-$	35.0
Other Operating Cash Flow Items		$	30.0		$	10.0		$	10.0		$	10.0		$	10.0
M&A		-$	10.0		-$	50.0		-$	50.0		-$	50.0		-$	50.0
Tax Receivable Agreement		-$	1.6		-$	4.4		-$	14.7		-$	14.7		-$	14.7
Unlevered FCF(4)		$	156.5		$	133.3		$	165.8		$	217.8		$	267.1

(1)

EBITDA means the Company’s net earnings, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to: tax, interest payments, and depreciation and amortization. EBITDA is a non-GAAP financial measure and does not measure net income or net cash provided by operating activities as determined by GAAP.

(2)

EBIT means EBITDA less depreciation and amortization.

(3)

NOPAT means EBIT less cash taxes.

(4)

Unlevered free cash flow means EBITDA less cash taxes, less changes in net working capital, less capital expenditure, less other adhoc operating costs, less forecast M&A expenses, less forecast tax receivable agreement payments plus other operating cash flow items. This measure should not be considered as an alternative to cash flow from operations, net income (loss) or other measures derived in accordance with GAAP.

THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH MANAGEMENT PROJECTIONS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the Merger Agreement, the Plan of Merger and the Transactions, you should be aware that the Company’s executive officers and directors have economic interests in the Merger that are different from, or in addition to, those of the Company’s shareholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in reaching its decision to determine that the Transactions are in the best interests of the Company and the Unaffiliated Shareholders, approve the execution, delivery and performance of the Merger

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Agreement and consummation of the Merger upon the terms and subject to the conditions contained in the Merger Agreement and recommend that the shareholders of the Company vote for the Merger Proposal and for the advisory and non-binding Named Executive Officer Merger-Related Compensation Proposal. These material interests are summarized below:

•

the executive officers and directors of Diversey hold equity-based awards that will be afforded the treatment described below under the section of this proxy statement entitled “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards”;

•

the members of the Special Committee received cash fees in connection with their services to the Company with respect to the Merger;

•

the executive officers of Diversey are entitled to severance benefits pursuant to existing arrangements or statutory requirements;

•

certain executive officers of Diversey may enter into letter agreements, acknowledging that each such individual will have “good reason” immediately following the Effective Time, such that if they were to terminate their employment each would be entitled to certain benefits described below under the section of this proxy statement entitled “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger—Severance Entitlements”; and

•

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

the relevant price of an Ordinary Share is $8.40, which represents the Merger Consideration;

•

each executive officer and non-employee director holds the outstanding equity awards that were held by such executive officer or non-employee director as of May 11, 2023 (the latest practicable date before the filing of this proxy statement);

•

each executive officer’s employment is terminated by Diversey without Cause or by the executive officer for “good reason” immediately following the Effective Time; and

•

the amounts set forth below regarding executive officer compensation are based on compensation levels as of May 11, 2023.

Diversey’s current executive officers are:

•

Philip Wieland;

•

Todd Herndon;

•

Gaetano Redaelli;

•

Tracy Long;

•

Sinéad Kwant;

•

Somer Gundogdu; and

•

Rudolf Verheul.

Diversey’s current non-employee directors are:

•

Eric Foss;

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•

Emily Ashworth;

•

Selim Bassoul;

•

Robert Farkas;

•

Juan R. Figuereo;

•

Ken Hanau;

•

Rod Hochman;

•

Susan Levine;

•

Michel Plantevin; and

•

Katherine S. Zanotti.

Special Committee Fees

Each of (a) Selim Bassoul, Juan R. Figuereo, Eric Foss, Rod Hochman and Katherine S. Zanotti, the members of the Special Committee, is a director who is not directly or indirectly affiliated with, and who is otherwise independent from, the Bain Shareholder and Platinum, and also is not a member of the Company’s management, received a fee of $100,000; and (b) Mr. Foss, who acted as the Chairman of the Special Committee, received an additional fee of $25,000, in each case, in connection with his services to the Company with respect to the Merger (which fee is not conditioned on the consummation of the Merger). The aggregate fees paid to the members of the Special Committee totaled $525,000.

Treatment of Ordinary Shares and Outstanding Equity Awards

Diversey equity awards outstanding immediately prior to the Effective Time will be subject to the following treatment:

•

Each Company Option outstanding immediately prior to the Effective Time will automatically be cancelled without payment (whether in cash or other consideration).

•

Each Restricted Ordinary Share will automatically vest and be cancelled and converted into the right to receive an amount in cash, without interest thereon, equal to the Merger Consideration.

•

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All payments made in connection with the treatment of Diversey equity awards are subject to withholding taxes as required by law.

The equity awards held by the Company’s directors and executive officers at the Effective Time will generally be subject to the same treatment as the equity awards held by other holders, as such treatment is described above. For an estimate of the value of unvested equity awards that would vest assuming that the Merger occurs on May 11, 2023, and assuming that each of the named executive officers experiences a Qualifying Termination on that date, see “Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Golden Parachute Compensation” below. We estimate that the value of unvested equity awards held by the two executive officers, other than the named executive officers, that would vest assuming that the Effective Time occurs on May 11, 2023, and that such two executive officers experience Qualifying Terminations on that date is $2,342,970. In addition, such two executive officers were granted an aggregate of 200,000 Retention RSUs, which are not included in the estimated value set forth in the immediately preceding sentence, as vesting and payment in respect of the Retention RSUs is subject to continued employment through the vesting date, and the executive officers are not entitled to accelerated vesting with respect to their Retention RSUs upon any termination that occurs prior to December 31, 2024; therefore, such executive officers would not receive any payments with respect to their Retention RSUs under the assumptions noted in the immediately preceding sentence. The Retention RSUs will be treated as described in “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards” and entitle such two executive officers to payment in an aggregate amount of $1,680,000 (subject to any applicable withholding taxes) on December 31, 2024, subject to their continued employment through such date. We estimate that the aggregate value of unvested equity awards held by all non-employee directors of Diversey that would vest assuming that the Merger occurs on May 11, 2023 is $2,414,714.

Severance Entitlements

Each of Messrs. Wieland and Herndon and Ms. Kwant is party to an employment agreement with a subsidiary of Diversey. In the event of a termination without Cause (including, for Mr. Herndon, due to Diversey’s non-renewal of his employment term) or, for Messrs. Wieland and Herndon, a termination for “good reason” (each as defined in the applicable employment agreement), each of Messrs. Wieland and Herndon and Ms. Kwant is entitled to an amount equal to the sum of his or her (i) base salary and (ii) target annual incentive opportunity, payable, for Mr. Wieland and Ms. Kwant, in either a lump sum or in ratable installments over the 12-month post-termination period, and, for Mr. Herndon, in ratable installments over the 12-month post termination period. Mr. Herndon is also entitled to 12 months of Company-subsidized COBRA coverage (terminable earlier if he obtains other employment that offers group health benefits). The severance entitlements for Messrs. Wieland and Herndon and Ms. Kwant are subject to their execution and non-revocation of a release of claims and continued compliance with the restrictive covenants contained in their respective employment agreements.

Each of Messrs. Redaelli, Verheul and Gundogdu is party to an offer letter with a subsidiary of Diversey. The offer letters do not provide for severance, but Messrs. Redaelli, Verheul and Gundogdu are entitled to severance in the event of a termination without Cause, with (a) Mr. Redaelli's severance determined pursuant to Italy's statutory severance rules (which entitle him to an amount equal to the sum of (i) 42 months of his base salary and (ii) his target annual incentive), (b) Mr. Verheul's severance determined pursuant to the negotiated arrangement with the local works council (which entitles him to an amount equal to the sum of (i) his base salary and (ii) average annual incentive paid for the three fiscal years immediately preceding his termination) and (c) Mr. Gundogdu’s severance equals the sum of his (i) annual base salary and (ii) target annual incentive opportunity and is payable in ratable installments over the 12-month post-termination period.

Ms. Long is party to an offer letter with a subsidiary of Diversey that provides for severance entitlements. In the event Ms. Long’s employment is terminated without “cause” (as defined in the offer letter), Ms. Long is entitled to receive an amount equal to the sum of her (a) annual base salary and (b) target annual incentive opportunity, payable in ratable installments over the 12-month post termination period. If Ms. Long experiences a termination without “cause” or an “involuntary termination” prior to December 31, 2024, a pro-rata number of RSUs that were granted as a sign-on bonus will vest upon her date of termination of employment. These severance entitlements are subject to Ms. Long’s execution and non-revocation of a release

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of claims, the provision of reasonable transition services following termination and continued compliance with applicable restrictive covenants.

In connection with the Merger, Parent has acknowledged that as of the Effective Time, each of Messrs. Wieland and Herndon will (i) have “good reason” immediately following the consummation of the Merger, (ii) thereafter have the right to terminate employment for “good reason”, and (iii) be entitled to the rights and benefits due to each of them upon a termination for “good reason”, in each case, subject to such executive officer’s general release of claims in favor of Diversey and its subsidiaries (and their successors).

280G Mitigation Actions

Under the Merger Agreement, Diversey may, in consultation with Parent, implement strategies before the Effective Time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code), including the executive officers. As of the date of this proxy statement, Diversey has not yet approved any specific actions to mitigate any impact of Section 280G of the Code on Diversey or any disqualified individuals. No executive officer is entitled to receive gross-ups or tax reimbursements from Diversey with respect to any potential excise taxes.

Future Arrangements

Some or all of Diversey’s executive officers may discuss entering into agreements, arrangements or understandings with Parent or its affiliates regarding the executive officer’s continuing employment or compensation and benefits, including equity incentive arrangements, on a going-forward basis effective upon and contingent upon the Closing. No such new agreements, arrangements or understandings have been entered into as of the date of this proxy statement.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers that is based on or otherwise relates to the Merger, which is referred to as “golden parachute” compensation by the applicable SEC disclosure rules and which is subject to a non-binding, advisory vote of our shareholders, as described below in the section entitled “Proposal 2. The Named Executive Officer Merger-Related Compensation Proposal” beginning on page 73. The individuals disclosed within this section and referred to as the “named executive officers” are the Company’s current principal executive officer, current principal financial officer and three most highly compensated executive officers (other than the principal executive officer and principal financial officer) as disclosed in the Summary Compensation Table of the Company’s most recently filed Annual Report on Form 10-K/A, filed with the SEC on April 27, 2023.

The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table. The calculations in the table below do not include amounts the Company’s named executive officers were already entitled to receive or vested in as of the date hereof or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all the salaried employees of the Company.

The table below assumes that (1) the Effective Time will occur on May 11, 2023 (the latest practicable date before the filing of this proxy statement); (2) the employment of the named executive officer will be terminated immediately following the Effective Time in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment arrangement; (3) the named executive officer’s base salary rate remains unchanged from the rate in place as of May 11, 2023; (4) no named executive officer receives any additional equity grants on or prior to the Effective Time; and (5) no named executive officer enters into new agreements or is otherwise legally entitled, prior to the Effective Time, to additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards” and “Interests of the Company’s Directors

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and Executive Officers in the Merger—Severance Entitlements” above. In addition to the equity grants reflected in the table below, each of Ms. Kwant and Mr. Verheul were granted 100,000 Retention RSUs, which will be treated as described in “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards” above and will entitle each of Ms. Kwant and Mr. Verheul to payment in the amount of $840,000 (subject to any applicable withholding taxes) on December 31, 2024, subject to their continued employment through such date. The Retention RSUs are not included in the table below, however, as vesting and payment in respect of the Retention RSUs is subject to continued employment through the vesting date, and Ms. Kwant and Mr. Verheul are not entitled to accelerated vesting with respect to their Retention RSUs upon any termination that occurs prior to December 31, 2024; therefore, Ms. Kwant and Mr. Verheul would not receive any payments with respect to their Retention RSUs under the assumptions noted above. The table below also does not include the Transaction Bonus RSUs, because none of our named executive officers are expected to be granted any Transaction Bonus RSUs.

	Cash Severance ($)(1)		Equity ($)(2)		Continued Health Benefits ($)		Total ($)
Philip Wieland		1,819,576		8,269,170		—		10,088,746
Todd Herndon		1,168,124		1,729,114		36,290(3)		2,933,528
Gaetano Redaelli		1,714,814		546,889		—		2,261,703
Sinéad Kwant		879,955		2,554,448		—		3,434,403
Rudolf Verheul		565,295		1,053,242		—		1,618,537

(1)

Amounts in this column reflect the cash severance payments provided under the applicable named executive officer’s employment agreement or offer letter or pursuant to local law arrangements, as applicable, as described above in the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger—Severance Entitlements”. The base salary and target annual incentive opportunity amounts used to calculate Mr. Wieland’s cash severance amount are set forth in the table below and were converted into U.S. dollars using the Federal Reserve’s GBP to U.S. dollar FX rate of 1 GBP = 1.2650 USD, effective May 5, 2023. The base salary amounts for Messrs. Redaelli and Verheul and Ms. Kwant, target annual incentive opportunity amounts for Mr. Redaelli and Ms. Kwant and average annual incentive payment amount for the last three fiscal years for Mr. Verheul used, in each case, to calculate their respective cash severance amounts are set forth in the table below and were converted into U.S. dollars using the Federal Reserve’s Euro to U.S. dollar FX rate of 1 Euro = 1.1026 USD, effective May 5, 2023.

	Base Salary ($)		Target Annual Incentive Opportunity ($)		Average Annual Incentive Payment Amount for Last Three Fiscal Years ($)
Philip Wieland		909,788		909,788		N/A
Todd Herndon		648,958		519,166		N/A
Gaetano Redaelli		428,703		214,352		N/A
Sinéad Kwant		549,972		329,983		N/A
Rudolf Verheul		401,058		N/A		164,238

(2)

Amounts in this column reflect the aggregate potential value that each named executive officer could receive in connection with accelerated vesting and settlement of his or her equity awards, as described above under the section entitled “Special Factors—Treatment of Ordinary Shares and Outstanding Equity Awards” and in the paragraph and table below.

(3)

For Mr. Herndon, this amount reflects the 12 months of Company-subsidized COBRA coverage provided under his employment agreement, as described above in the subsection entitled “Special Factors—Severance Entitlements” and assumes that our cost for his continued COBRA coverage is equal to approximately $3,024 per month.

The amounts in the “Equity” column attributable to Restricted Ordinary Shares and 2022 Bonus RSUs are considered to be “single trigger,” because the Restricted Ordinary Shares and 2022 Bonus RSUs will vest and become payable automatically upon the consummation of the Merger. The amounts in the “Equity” column attributable to Unvested IPO RSUs, Unvested Company PSUs, Unvested Closing RSUs, TRA RSUs

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and Unvested Non-IPO RSUs are considered to be “double trigger,” because, under the assumptions noted above, these equity awards would vest and become payable only in the event of the named executive officer’s qualifying termination of employment that occurs within a specified period of time following the consummation of the Merger. The estimated amount of each such payment is set forth in the table below.

Named Executive Officer	Restricted Ordinary Shares (Single Trigger) ($)		2022 Bonus RSUs (Single Trigger) ($)		Unvested IPO RSUs (Double Trigger) ($)		Unvested Company PSUs (Double Trigger) ($)		Unvested Closing RSUs (Double Trigger) ($)		TRA RSUs (Double Trigger) ($)		Unvested Non-IPO RSUs (Double Trigger) ($)		Total ($)
Philip Wieland		4,414,007		—		559,994		1,766,352		525,000		415,027		588,790		8,269,170
Todd Herndon		—		—		559,994		706,541		227,060		—		235,519		1,729,114
Gaetano Redaelli		—		—		139,994		196,325		58,430		86,696		65,444		546,889
Sinéad Kwant		1,288,787		120,389		559,994		312,194		122,497		46,519		104,068		2,554,448
Rudolf Verheul		—		—		559,994		263,903		89,174		52,206		87,965		1,053,242

Any amounts shown in the tables above that are subject to the golden parachute excise tax under Section 4999 of the Code may be subject to reduction to the extent such reduction would result in the named executive officer retaining a greater after-tax amount of such payment.

Rollover Agreement

As described elsewhere in this proxy statement, on March 8, 2023, concurrently with the execution of the Merger Agreement, the Bain Shareholder separately entered into the Rollover Agreement with Topco, pursuant to which (1) the Bain Shareholder has agreed to, immediately prior to the Effective Time, contribute, transfer and assign all of its right, title and interest in the Rollover Shares to Topco (and, in certain circumstances, a subsidiary of Topco), and (2) Topco has agreed to concurrently accept or, if applicable, cause its subsidiary to accept, such Rollover Shares in exchange for the issuance to the Bain Shareholder of certain common and preferred units of Topco (or, in certain circumstances described in the next sentence, common units of Topco and preferred interests of a subsidiary of Topco). Pursuant to the Rollover Agreement, at the joint election of Topco and the Bain Shareholder, the parties may structure the exchange so that in lieu of Topco issuing preferred units to the Bain Shareholder, the Bain Shareholder contributes, transfers and assigns a portion of the Rollover Shares to a subsidiary of Topco in exchange for preferred interests in such subsidiary, in which case following the consummation of the transactions contemplated by the Rollover Agreement, the Bain Shareholder would own common units of Topco and preferred interests in such subsidiary. The Rollover Shares represent approximately 56.1% of the Ordinary Shares held by the Bain Shareholder immediately prior to the Effective Time (which amount is subject to increase up to approximately 61.5% if, prior to the Closing and pursuant to the Rollover Agreement, Topco elects to cause the Bain Shareholder to contribute additional Ordinary Shares in exchange for additional preferred units of Topco (or, in certain cases, a subsidiary of Topco)). The form of the Rollover Agreement is attached as Annex D to this proxy statement. See “Special Factors—Rollover Agreement” beginning on page 62 of this proxy.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Diversey’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liabi