UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| x | Soliciting Material Pursuant to § 240.14a-12 | |
The Sherwin-Williams Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount previously paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing party:
| |||
| (4) | Date Filed:
| |||
SHERWIN-WILLIAMS. | valspar
Creating a Premier
Global Paints and Coatings Company
SHERWIN WILLIAMS.
$26.6B $11.3B
Market Cap Revenue
47,000 Cleveland, OH
Employees Headquarters
Brands include:
KRYLON
DutchBoy
MINWAX
Thompson WaterSeal
valspar
$6.6B $4.3B
Market Cap Revenue
11,100 Minneapolis, MN
Employees Headquarters
Brands include:
Cabot
valspar paint
Huarun
wattyl
COMBINATION EXPANDS SHERWIN-WILLIAMS PRODUCT LINES AND BUILDS A GLOBAL PLATFORM FOR GROWTH
Significant Benefits for Employees, Partners and Customers
Shared cultures
and values with rich heritages, and commitment to excellence and innovation
Broadens company range with well-known brands and high-quality products
Improved technology capabilities to accelerate product innovation
Benefit from cost reductions
and synergies
Integration planning committee to be formed, with representation from both companies
Expands Capabilities in New Geographies and Applications
Significantly expands position in
Asia-Pacific and EMEA
Extends capability set into packaging and coil with leadership positions to create array of strong brands and technologies
Provides scale platform to enable and accelerate growth in Asia Pacific
Pro Forma Revenues
CY2015 Sales, $ in billions
$11.3 SHERWIN WILLIAMS.
$4.3 valspar
$15.6 Pro Forma
Pro Forma EBITDA
CY2015 EBITDA, $ in billions
$1.8 16.0% EBITDA Margin SHERWIN WILLIAMS.
$0.7 valspar
$2.8 Synergies
17.8%*
EBITDA Margin Pro Forma
Annual synergies of $280mm realized in 2 years, primarily from
SG&A and raw materials savings
Immediately EPS accretive (exl. one-time costs) with strong IRR
Pro Forma enhanced FCF profile allows for rapid deleveraging
Sherwin-Williams Revenue
By Geography
16% Int’l
$11.3bn
2015
84% US
Pro Forma Revenue
By Geography
24% Int’l
$15.6bn
Pro Forma 2015
76% US
Consistent with – and accelerates – growth strategy
Creates strong presence of professional and do-it-yourself areas in key international markets
*Includes run-rate synergies
SHERWIN-WILLIAMS. | valspar
Creating a Premier
Global Paints and Coatings Company
Additional Information and Where to Find it
Valspar intends to file with the SEC a proxy statement in connection with the contemplated transactions. The definitive proxy statement will be sent or given to
Valspar stockholders and will contain important information about the contemplated transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC’s website at www.sec.gov.
Certain Information Concerning Participants
Valspar and Sherwin-Williams and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from Valspar investors and security holders in connection with the contemplated transactions. Information about Valspar’s directors and executive
officers is set forth in its proxy statement for its 2016 Annual Meeting of Stockholders and its most recent annual report on Form 10-K. Information about Sherwin-Williams’ directors and executive officers is set forth in its proxy statement
for its 2016 Annual Meeting of Stockholders and its most recent annual report on Form 10-K. These documents may be obtained for free at the SEC’s website at www.sec.gov. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the contemplated transactions will be included in the proxy statement that Valspar intends to file with the SEC.
Cautionary Statement Regarding Forward-Looking Information
This communication
contains forward-looking information about Valspar, Sherwin-Williams and the proposed transaction. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology
such as “believe,” “expect,” “may,” “will,” “should,” “project,” “could,” “plan,” “goal,” “potential,” “pro forma,” “seek,”
“intend” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans,
objectives, expectations or consequences of announced transactions, and statements about the future performance, operations, products and services of Valspar and its subsidiaries. Valspar and Sherwin-Williams caution readers not to place undue
reliance on these statements. These forward-looking statements are subject to a variety of risks and uncertainties. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks
and uncertainties include the following: the failure to obtain Valspar stockholder approval of the proposed transaction; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the potential for regulatory authorities to require divestitures
in connection with the proposed transaction and the possibility that Valspar stockholders consequently receive $105 per share instead of $113 per share; the occurrence of any event that could give rise to termination of the merger agreement; the
risk that stockholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; risks inherent in the
achievement of cost synergies and the timing thereof; risks related to the disruption of the transaction to Valspar and its management; the effect of announcement of the transaction on Valspar’s ability to retain and hire key personnel and
maintain relationships with customers, suppliers and other third parties; fluctuations in the availability and prices of raw materials; difficult global economic and capital markets conditions; risks associated with revenues from foreign markets;
interruption, failure or compromise of Valspar’s information systems; and changes in the legal and regulatory environment. These risks and others are described in greater detail in Valspar’s Annual Report on Form 10-K for the fiscal year
ended October 30, 2015, as well as in Valspar’s Quarterly Reports on Form 10-Q and other documents filed by Valspar with the SEC after the date thereof. Valspar and Sherwin-Williams make no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made.