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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 1996
UNIVAR CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
WASHINGTON 1-5858 91-0816142
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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6100 CARILLON POINT, KIRKLAND, WA 98033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 889-3400
N/A
(Former name or former address, if changed since last report.)
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(OTHER EVENTS)
ITEM 5 OTHER EVENTS
A press release, the text of which is filed as Exhibit 99.1, was
issued by the Registrant on June 3, 1996 to announce the commencement by Royal
Pakhoed N.V. of a tender offer for all of the outstanding shares of the
Registrant at a per share price of $19.45, to be followed as soon as
practicable by a cash out merger for all remaining untendered shares, pursuant
to an Agreement and Plan of Reorganization, which is filed as Exhibit 2.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Reorganization, dated as of May 31, 1996
among the Registrant, Royal Pakhoed N.V., and UC Acquisition
Corp. (Filed as Exhibit 1 of the Registrant's Schedule 14D-9,
filed with the Securities and Exchange Commission June 7,
1996, and incorporated by this reference in its entirety.)
Exhibit 99.1 Press release issued by Registrant on June 3, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Univar Corporation
(Registrant)
Date June 7, 1996
/s/ William A. Butler
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Vice President and General Counsel
(Signature)
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FOR RELEASE: IMMEDIATE
Univar Corporation
6100 Carillon Point
Kirkland, WA 98033
Contact: Gary E. Pruitt
206-889-3440
UNIVAR ANNOUNCES AGREEMENT TO MERGE WITH ROYAL PAKHOED N.V.
KIRKLAND, WASHINGTON, June 3, 1996 . . . Univar Corporation (NYSE:UVX)
announced today that it has entered into an agreement to merge with a subsidiary
of Royal Pakhoed N.V., a Netherlands limited liability company. Pakhoed and its
affiliates currently own approximately 28% of Univar's common stock. The merger
will be preceded by a cash tender offer for all the outstanding common shares of
Univar at a price of $19.45 per common share. The tender offer will be initiated
by UC Acquisition Corp., a subsidiary of Pakhoed which has been created for this
transaction.
Univar's Board of Directors has unanimously endorsed the offer and
recommends that its shareholders accept the offer. The Board also has
unanimously approved the merger agreement.
Univar has approximately 21,700,000 shares outstanding, giving the
transaction a total equity value of approximately $425 million. Pakhoed has
entered into agreements with The Dow Chemical Company and certain other
shareholders to tender approximately 5.1 million shares (or approximately 23% of
Univar's outstanding shares). These shares, together with shares currently held
by Pakhoed and its affiliates, represent in excess of 51% of Univar's
outstanding shares. Pakhoed intends to finance the offer and merger from
existing lines of credit and cash on hand.
"The offer represents an excellent value for our shareholders, and we
are also confident that Pakhoed will be a good owner and manager for both the
business and our employees," said James H. Wiborg, Chairman of the Univar Board.
Schroder Wertheim & Co. Incorporated acted
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as financial advisor to Univar and has provided an opinion to the Univar Board
that the offer is fair, from a financial point of view, to the shareholders of
Univar other than Pakhoed.
"With its worldwide logistic operations on the one hand, and Univar's
strength in chemical distribution on the other, Pakhoed positions itself as
a truly unique business partner for the chemical industry," said Klaas Westdijk,
Chairman of Pakhoed's Board of Management. "Through our complementary resources,
we can deliver significant benefits to our customers and suppliers in a broad
range of areas" added Paul H. Hough, Univar's President and Chief Executive
Officer.
The terms and conditions of the tender offer will be set forth in
offering documents expected to be filed with the Securities and Exchange
Commission not later than June 7, 1996. This filing will include conditions
relating to the acquisition of a majority of the outstanding shares of Univar,
on a fully diluted basis, including shares which are already owned by Pakhoed.
The filing also will contain information relating to certain governmental
approvals to be obtained prior to the completion of the offer and merger. The
agreement to merge will be filed with these documents. The merger agreement also
permits the Board, in the exercise of its fiduciary duties, to consider other
offers or indications of interest to be acquired, to provide information to the
acquirer, and after notice and satisfaction of other requirements, enter into an
agreement to be acquired by a party other than Pakhoed.
Univar is a Washington corporation, engaged in the distribution of
industrial, agricultural and pest control chemicals and related products and
services. Its shares are traded on the New York Stock Exchange under the symbol
"UVX." It conducts its operation in the United States, Canada and Europe.
Pakhoed is a limited liability company formed under the laws of the
Netherlands and operates numerous tank storage facilities in Europe, the United
States and Asia for storage of chemicals and oil, and conducts worldwide
shipping and distribution operations, primarily in Europe. Pakhoed's shares are
traded on the Amsterdam and London Stock Exchanges.
