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Sherwin-Williams, Valspar Deal on Track to Close in FY17

Paint makers Sherwin-Williams SHW and Valspar VAL said yesterday that they have each received a request (the “Second Request”) for additional information and documentary material from the U.S. Federal Trade Commission (“FTC”) in connection with Sherwin-Williams' proposed buyout of Valspar.  

This second request, which is part of the routine regulatory process related to the FTC's review, was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The companies noted that they had expected the request.

Sherwin-Williams, in Mar 2016, agreed to buy Valspar in an all-cash transaction that would create a premier global paints and coatings company with strong foothold across Asia-Pacific and Europe, the Middle East and Africa (EMEA) regions. Under the deal, Sherwin-Williams is buying Valspar for roughly $11.3 billion. The deal value includes assumption of roughly $2 billion of Valspar debt.

The impact of the second request from the FTC is to extend the waiting period under the HSR Act until 30 days after the companies have substantially complied with the request, unless that period is voluntarily extended by the parties or terminated earlier by the FTC.  

The companies said yesterday that they are cooperating fully with the FTC and continue to expect the deal to close by the end of first-quarter 2017. The transaction is subject to the approval of Valspar shareholders and other closing conditions including the U.S. antitrust clearance.  

The companies still expect that ‘no or minimal divestitures’ should be required to complete the transaction given the benefits it will offer to customers (including enhanced product range) and its complementary nature.

The acquisition will allow Sherwin-Williams to strengthen its position as a leading paints and coatings provider globally leveraging highly complementary offerings, strong brands and technologies. Valspar is a strategic fit and the merger will extend Sherwin-Williams’ brand portfolio and customer relationships in North America and bolster its global finishes business.

Sherwin-Williams sees $280 million in annual synergies within two years following the closure of the deal and expects the transaction to be immediately accretive to its earnings (barring one-time costs) and significantly enhance its cash flows.

The buyout of Valspar will also significantly enhance Sherwin-Williams’ competitive profile, strongly placing it against rivals such as PPG Industries PPG and Akzo Nobel N.V. AKZOY.

Sherwin-Williams currently carries a Zacks Rank #3 (Hold) while Valspar is a Zacks Rank #4 (Sell).

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PPG INDS INC (PPG): Free Stock Analysis Report
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