Disposal
Unilever PLC
20 November 2001
Release: Immediate
UNILEVER TO SELL DIVERSEYLEVER BUSINESS
TO JOHNSON WAX PROFESSIONAL
* Unilever has agreed to sell its DiverseyLever institutional and
industrial cleaning business to Johnson Wax Professional.
* The transaction values DiverseyLever at US$1.6 billion (Euro1.75 bn),
representing a sales multiple of 1.1 and an EBITDA multiple of 8.4.
* Unilever will retain a one-third holding in combined business.
* Cash proceeds of US$1 billion (Euro1.1 bn) will contribute to planned
debt reduction.
* The deal is fully in line with Unilever's Path to Growth strategy and
represents a further step focussing on leading brands which are expected
to account for 95% of Unilever's total turnover by 2004.
* The two businesses are highly complementary in terms of application
expertise, customer base and geographic reach.
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UNILEVER TO SELL DIVERSEYLEVER BUSINESS
TO JOHNSON WAX PROFESSIONAL
Unilever today announced a definitive agreement to sell to Johnson Wax
Professional its DiverseyLever institutional and industrial cleaning business.
The transaction, which is subject to regulatory approval and normal
consultative procedures, is expected to be completed in early 2002.
Unilever will receive from Johnson Wax Professional US$1.0 billion (Euro1.1bn)
in cash and a loan note of US$279 million (Euro310m), and will take a
one-third share of equity in the combined business. A valuation of around
US$300 million (Euro330m) for this one-third equity share brings the total
worth of the transaction for Unilever to approximately US$1.6 billion (Euro
1.75bn). Additionally, the agreement provides for Unilever's exit from the
combined business after five years.
Johnson Wax Professional will have management control of the combined business
and a two-thirds stake which includes 5% of equity put aside for employee
share option schemes. The combined business will have annual sales of US$2.6
billion (Euro2.9bn).
Unilever chairman Niall FitzGerald said: 'This an excellent strategic move for
Unilever and one that is fully in line with our Path to Growth strategy, a key
element of which is to focus resources - money, people, innovation - on a
reduced number of leading brands. We are delighted these two businesses are
coming together. They complement each other's strengths extremely well.'
The combined company will be led by a management committee including Johnson
Wax Professional's chairman, S. Curtis Johnson, and its president and chief
executive officer Gregory E. Lawton. After closing, DiverseyLever's current
president, Cetin Yuceulug, will serve as a special adviser during the
transition to new ownership and will retire from Unilever service in July
2002. The combined business's global headquarters will be in Racine,
Wisconsin, USA.
Gregory E Lawton said: 'We are extremely excited about the long-term strategic
benefits of this transaction. Combining our strengths with those of
DiverseyLever will result in a company that has the size, strength and
geographic reach to compete anywhere in the world with anyone in the
industry.'
Unilever will transfer its entire DiverseyLever professional cleaning
activities into the new company. This involves some 11,000 employees worldwide
and 49 manufacturing sites. In the few locations where DiverseyLever shares
production facilities with other Unilever units, site-sharing or co-packing
arrangements will be established. DiverseyLever is a leading player in Europe
and Latin America with its provision of cleaning and hygiene services to
professional customers particularly in food preparation, lodging and laundry
sectors. Its sales for the 12 months to June 2001 were US$ 1.48 billion (Euro
1.65bn).
Johnson Wax Professional has about 3,800 employees and is also a leading
player in the institutional and industrial marketplace. Together with its
Racine-based Johnson Polymer subsidiary and several other global subsidiaries,
it brings its products and services to more than 50 countries, with a strong
presence in North America and Japan.
BACKGROUND NOTES
* Unilever's 'Path to Growth' strategy targets sustained sales growth of
5-6% and an improvement in operating margin before exceptional items and
goodwill amortisation to over 16% by 2004. A cornerstone of this strategy
is a greater focus of resource on leading brands.
* Unilever's portfolio of leading brands currently represents 85% of sales
on a full year basis. It has recently announced its intention to sell
Unipath, some US Bestfoods brands and two European edible oil refineries.
Unilever estimates that its leading brands will account for 95% of its
business by year 2004.
* DiverseyLever was created following Unilever's acquisition of Diversey
in 1996 and its subsequent merging with Lever Industrial International.
Proforma sales of DiverseyLever in the 12 months to June 2001 were Euro
1.654 billion with an EBITDA of Euro208 million and an EBIT of Euro138
million.
* The Diversey name is being sold as are all brands used exclusively by
the current DiverseyLever operations. Transitional arrangements will be
provided for the use by the combined business of the Lever name to allow
sufficient time for the migration of the business to its new identity.
DiverseyLever currently sells certain Unilever consumer brands to
professional and cash-and-carry channels. These brands will be retained by
Unilever and are not included in the sales and profit numbers quoted. A
sales agency agreement will be set up for the new business to continue to
sell and distribute these brands for a period of five years.
* For more information about DiverseyLever, access www.diverseylever.com
* Unilever are being advised by Morgan Stanley.
SAFE HARBOUR STATEMENT: This news release may contain forward-looking
statements (within the meaning of the U.S. Private Securities Litigation
Reform Act 1995). Any forward-looking statements are based on current
expectations with respect to important risk factors. It is important to note
that the actual results could materially differ from the results anticipated
in any forward-looking statements which may be contained in this presentation.
Factors which might cause forward-looking statements to differ materially from
actual results include, among other things, the failure to complete the sale
of DiverseyLever, changes in the financing markets, delays associated with
regulatory approvals for the sale, overall economic, political, social and
business conditions, the demand for our goods and services, competition in the
market, fluctuations in interest rates and foreign currencies, the impact and
other uncertainties of the sale of DiverseyLever or future acquisitions and
disposals and any changes in the tax laws and other legislation and
regulation, in the jurisdictions in which we operate.
We do not undertake any obligation to update any forward-looking statements
contained in or incorporated in this news release to reflect actual results,
changes in assumptions or in other factors which may affect any
forward-looking statements.
UNILEVER TELECONFERENCE DETAILS
Unilever's announcement on the sale of DiverseyLever will be broadcast live as
a teleconference/webcast on Tuesday November 20, 2001.
The teleconference/webcast will commence at 1600hrs London time, (1700hrs
Amsterdam, 1100hrs New York) and lines will be open from 1530hrs London time.
Given the volume of participants early dial-in is recommended. Analysts only
will be able to ask questions during the call.
DIAL-IN TELEPHONE NUMBERS
UK/European participants: + 44 (0)20 7769 6431
(in event of difficulty, dial: +353 1 439 0431)
US participants: + 1 800 446 2782
(in event of difficulty, dial: +1 847 413 3235)
UK/European Replay Number: + 1 402 220 10 70 - code: 3709687
US Replay Number: + 1 800 938 22 80 - code: 3709687
The teleconference will be recorded and will be accessible two hours after the
conference ends, and will be available up to and including Tuesday December 4,
2001.
The webcast can be accessed via www.unilever.com and registration will open 30
minutes before the teleconference begins. Web participants will be able to
listen to the presentation via the web, however slides will not advance during
the live presentation. The slides will be synchronised and available for view
on the archived stream, which will be available from Wednesday November 21
until Tuesday December 4, 2001.
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November 20 2001