Sealed Air Corporation’s shareholders voted in favor of all proposals at a special meeting held on February 25, 2026, approving the company’s all‑cash acquisition by an affiliate of private‑equity firm CD&R. The transaction values Sealed Air at an enterprise value of $10.3 billion and offers shareholders $42.15 in cash per share, a premium of 41% to the unaffected share price and 24% to the 90‑day volume‑weighted average price as of November 12, 2025.
The deal will make Sealed Air a privately held subsidiary of CD&R, removing the company from the New York Stock Exchange and the quarterly earnings reporting cycle. CD&R’s expertise in industrial and packaging businesses is expected to accelerate innovation and strengthen investment in Sealed Air’s Food and Protective segments, while allowing the company to focus on long‑term profitability and sustainability initiatives.
CEO Dustin Semach said the approval reflects strong shareholder support and the opportunity to unlock value for investors. He added that the transaction will allow Sealed Air to focus on its core packaging businesses while benefiting from CD&R’s resources and expertise. “We are pleased with the results of the special meeting and we thank our stockholders for their strong support for this transaction,” he said. “We look forward to closing the transaction in the coming months.”
The acquisition was subject to a 30‑day go‑shop period during which Sealed Air received proposals from other parties but ultimately chose CD&R. After the go‑shop expired on December 16, 2025, analysts such as Raymond James and Baird downgraded the stock, citing the lack of superior offers and the premium paid. The European Commission has granted clearance, and the transaction is expected to close in the coming months subject to customary regulatory and other closing conditions.
Sealed Air will file a Form 8‑K with the SEC to report the results of the meeting and provide further details on the transaction’s terms and expected timeline. The acquisition is expected to accelerate Sealed Air’s transformation, enhance its ability to invest in growth areas, and create a more customer‑first approach across its product portfolio.
The approval marks a significant milestone in Sealed Air’s strategic evolution, positioning the company to pursue long‑term growth without the constraints of public‑market scrutiny while leveraging CD&R’s operational expertise to drive value creation across its packaging businesses.
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