Diversey Holdings, Ltd.: M&A transaction — Solenis completes $4.6B acquisition of Diversey; shareholders receive $8.40/share

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Memorandum and Articles of Association of the Company were amended and restated to be in the form of the Amended and Restated Memorandum and Articles of Association of the Company attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

held by the Bain Shareholder, that are not Rollover Shares (the “ Bain Shares ”)) was automatically cancelled and exchanged into the right to receive cash in an amount equal to $8.40 per Ordinary Share, without interest thereon and subject to applicable withholding taxes (the “ Merger Consideration ”). At the Effective Time, each Excluded Company Share was

Concurrently with the closing of the Merger, the Company repaid all obligations outstanding under, and concurrently terminated, the credit agreement, dated as of September 6, 2017 (as amended through that certain Third Amendment, dated as of September 29, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among BCPE Diamond Netherlands Topco B.V., a private limited liability company incorporated under laws of the Netherlands, 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.

of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Redemption of Notes In connection with the consummation of the transactions contemplated by the Merger Agreement, on July 5, 2023, Diamond (BC) B.V. (the “ Issuer ”), a private limited liability company incorporated under the laws of the Netherlands and an indirect wholly owned subsidiary of the Company, redeemed all of the Issuer’s outstanding 4.625% Senior Notes due 2029 (the “ Notes ”) issued pursuant to the Indenture dated as of September 29, 2021 (as supplemented and amended from time to time, the “ Indenture ”), by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “ Trustee ”).