Univar agrees $2 bln bid by CVC, shares surge

AMSTERDAM (Reuters) - Dutch chemical distributor Univar NV UNIV.AS recommended a 1.5 billion-euro ($2.04 billion) cash bid from private equity firm CVC Capital Partners on Monday, sending its shares up more than 35 percent.

The bid from Ulysses Luxembourg S.a.r.l., a company controlled by funds managed by CVC Capital Partners CVC.UL, is at 53.50 euros per share, Univar and CVC said in a joint statement.

HAL Holding N.V. HAL.AS, which owns about 26.6 percent of Univar shares, said in a statement it has agreed to offer its stake to the bidder, and will not offer its shares to another party at a price below 57.50 euros within a certain time period.

Shares in Univar, which buys chemicals in bulk, and then blends and repackages them, surged 36 percent to 53.00 euros by 1224 GMT after touching a high at 53.15 euros.

"We regard this bid to be fair at a 37.3 percent premium versus last week's closing price ... we consider it rather unlikely that there will be a higher bid by a rival bidder," Rabo Securities analysts said in a note.

Univar is the latest Dutch company set to be taken over, joining bank ABN AMRO AAH.AS and industrial company Stork VMFN.AS, amongst others, as Dutch firms have attracted investors thanks to strong private equity appetites and few government barriers to takeovers.

Univar said its supervisory and management boards recommended the offer as it was financially attractive and would help Univar grow organically and through acquisitions.

The bid includes dividend as Univar will not pay a dividend for 2007, Univar and CVC said.

The offer is subject to the condition that at least 95 percent of outstanding Univar shares are tendered, and is subject to approval by competition authorities in addition to other conditions, Univar and CVC said.

Univar, which operates in the United States, Canada and Europe, would continue as an independent company under the proposal, and CVC would look at acquisitions for Univar, specifically in Europe, Asia and the Middle East, CVC said.

Univar and CVC, which last week said it would buy Belgian chemical firm Taminco for 800 million euros, said Ulysses will finance the acquisition through equity and debt.

The transaction is expected to be completed during the third quarter of 2007 and CVC intends to delist Univar shares, Univar and CVC said. The offering memorandum is expected to be published in August.

Parcom Ventures, the private equity arm of Dutch financial services group ING (ING.AS), is acting as co-investor in the equity investment of Ulysses, Univar and CVC said.

In 2006, Univar had pro forma sales of approximately $8 billion, including full-year results of U.S. rival Chemcentral, which Univar bought in April, Univar said.

Univar was split off from oil and chemicals storage company Vopak (VOPA.AS) in 2002 and is a member of Amsterdam's mid-cap AMX index .AMX. Vopak shares rose 5.1 percent to 44.45 euros as analysts said it was also attractive for private equity.