Sealed Air announced that it has entered into a definitive merger agreement with private‑equity firm Clayton Dubilier & Rice (CD&R). The all‑cash transaction values the company at $10.3 billion and will pay shareholders $42.15 in cash per share, a 41 % premium to the unaffected share price and a 24 % premium to the 90‑day VWAP.
The agreement includes a 30‑day go‑shop period, giving Sealed Air the opportunity to seek alternative offers. The deal will take Sealed Air private and is expected to close in mid‑2026, subject to shareholder approval and regulatory clearance. Sealed Air’s 2024 sales totaled $5.4 billion and the company employs approximately 16,400 people in 117 countries.
CD&R brings deep experience in industrial and packaging businesses, positioning it to accelerate Sealed Air’s transformation strategy. The partnership is intended to provide capital and operational expertise to expand the Food and Protective segments, which have shown divergent performance trends in recent quarters.
In Q3 2025, Sealed Air reported revenue of $1.35 billion, up 0.5 % from the same period in 2024, and adjusted earnings per share of $0.87, beating consensus estimates of $0.70. The Food segment maintained steady growth, while the Protective segment, after a 3 % decline in Q2 2025, experienced a positive inflection in material volumes for the first time since 2021, contributing to the earnings beat.
President and CEO Dustin Semach said the transaction marks an inflection point that will accelerate the company’s transformation and allow for greater investment in its core businesses. Chairman Henry Keizer highlighted that the deal delivers significant value to shareholders and enables Sealed Air to execute its long‑term strategic vision.
Investors reacted cautiously to the announcement, noting that the offer price was slightly below the prior day’s close and that the go‑shop period introduces uncertainty. The market’s tempered response reflects a focus on the deal’s valuation relative to recent performance and the potential for alternative offers.
Activist investor Ancora, which holds more than 2 % of Sealed Air, has reportedly been pressuring the company to pursue a sale. The transaction will also require regulatory approval, and the company’s board has stated that it is committed to ensuring a smooth transition for employees and customers during the integration process.
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