Notable Mergers and Acquisitions of the Day 06/01: (SEE) (TLVT) (KKR)/(MRO)

• Sealed Air Corporation (NYSE: SEE) and Diversey Holdings, Inc., report that they have entered into a definitive agreement under which Sealed Air will acquire Diversey, a leading solutions provider to the global cleaning and sanitization market, in a transaction valued at $4.3 billion.
  
  Closing is expected in FY11.
  
  
  Under the terms of the agreement, Diversey shareholders will receive $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock valued at $25.68 per share.
  
  Citi and Blackstone Advisory Partners L.P. acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal advisor to Sealed Air. Goldman, Sachs & Co acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Diversey. Lazard acted as advisor to the Johnson family. Debevoise & Plimpton acted as legal advisor to CD&R.
  
  
• Telvent GIT, S.A. (Nasdaq: TLVT), and Schneider Electric entered into an agreement whereby Schneider will acquire Telvent for $40 per share.
  
  In connection with the transaction, Abengoa has irrevocably agreed to tender its 40 percent stake in Telvent to Schneider Electric in the offer.
  
  Schneider Electric expects to launch its tender offer by mid-June 2011 and to close the transaction in Q311.
  
  
• Kohlberg Kravis Roberts & Co. L.P. (NYSE: KKR) reports that it will exit its investment in Hilcorp Resources Holdings LP, with the signing of a definitive agreement to sell the principal subsidiary of Hilcorp Resources for a total transaction valuation of $3.5 billion to Marathon Oil Corporation (NYSE: MRO).
  
  In connection with the sale to Marathon, KKR’s stake in the enterprise will be valued at approximately $1.13 billion and Hilcorp will receive the remaining proceeds associated with the transaction. The sale to Marathon is subject to customary terms and conditions for transactions of this type.
  
  Closing is expected in Q411.
  
  Jefferies & Company, Inc. served as sole financial advisor and Andrews Kurth LLP served as legal advisor to Hilcorp Resources in connection with the sale. Simpson Thacher & Bartlett LLP served as legal advisor to KKR in connection with the transaction.

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