Sealed Air (SEE) Proxy Filing summary

Executive summary

• Announced expiration of the 30-day “go-shop” period under the merger agreement with CD&R, with no alternative acquisition proposals received that met the criteria for an “Excluded Party.”

• CD&R will acquire all outstanding shares for $42.15 per share in an all-cash transaction, valuing the company at $10.3 billion enterprise value.

• Transaction expected to close in mid-2026, pending stockholder approval, regulatory clearances, and other customary conditions.

• Upon closing, the company will become privately held and its shares will be delisted from the NYSE.

• Evercore acted as exclusive financial advisor and Latham & Watkins LLP as legal counsel.

Voting matters and shareholder proposals

• The proposed transaction will be submitted to stockholders for approval at a special meeting.

• A proxy statement will be filed with the SEC and provided to stockholders, containing details about the transaction and related matters.

Board of directors and corporate governance

• The board directed the financial advisor to solicit alternative acquisition proposals during the “go-shop” period.

• Information about directors’ and executive officers’ interests in the transaction will be included in the proxy statement.