EX-99.(C)(X) 10 tm2311114d1_ex99-cx.htm EXHIBIT 99.(C)(X)

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Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd. February 15, 2023 Preliminary Draft Subject to Review and Significant Revision Exhibit (c)(x)

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Preliminary Draft Subject to Review and Significant Revision Pearl’s Offers Variants @ $8/share (1/3) 1 $mm / $ per share To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total Equity Value $694 $1,774 $2,468 $717 $1,833 $2,551 $731 $1,869 $2,600 $740 $1,893 $2,633 Number of Shares (mm) 93 237 329 93 237 329 93 237 329 93 237 329 Total Package Offer Price / Share $7.50 $7.50 $7.50 $7.75 $7.75 $7.75 $7.90 $7.90 $7.90 $8.00 $8.00 $8.00 Public's capture of Pearl's Bumps vs. $7.50 n/a n/a n/a n/a Premium to Today Close ($5.94) 26.3% 30.5% 33.0% 34.7% Premium to 30 Day VWAP ($5.55) 35.1% 39.6% 42.3% 44.1% Equity Value Components Shares Purchased at Cash Price 93 113 206 93 110 202 93 108 200 93 106 199 Cash Price $7.50 $7.50 $7.50 $7.75 $7.75 $7.75 $7.90 $7.90 $7.90 $8.00 $8.00 Cash Consideration $694 $850 $1,544 $717 $850 $1,567 $731 $850 $1,581 $740 $850 $1,590 Shares Purchased at PFD Equity Price 57 57 55 55 54 54 53 53 PFD Equity Price $7.50 $7.50 $7.75 $7.75 $7.90 $7.90 $8.00 PFD Equity Consideration $425 $425 $425 $425 $425 $425 $425 $425 Shares Rolled 67 67 72 72 75 75 77 77 Rollover Shares Price $7.50 $7.50 $7.75 $7.75 $7.90 $7.90 $8.00 Rollover Consideration $499 $499 $558 $558 $594 $594 $618 $618 Baryte PF Equity % in MergeCo 7.4% 8.0% 8.3% 8.5% Incremental Equity % Required to deliver Baryte $8.00 n/a n/a n/a n/a Required Sapphire TEV multiple % discount vs Diamond n/a n/a n/a n/a TEV $4,285 $4,367 $4,417 $4,450 TEV / 2022E EBITDA 12.9x 13.1x 13.3x 13.4x TEV / 2023E EBITDA 11.6x 11.8x 11.9x 12.0x $8.00 Offer Pearl's 1st Offer @ $7.50 Pearl's 2nd Offer @ $7.75 Variant A Parity for Public / Baryte Pearl's 3rd Offer @ $7.90 Pearl's Offers Pearl delivers $8.00 for each share Source: Company Management Forecast, Company Filings, Pearl’s Offers and subsequent counters (1) Shares outstanding per Pearl S&U draft document (2) 2022E EBITDA of $332mm and 2023E EBITDA of $370mm as per Company Management Forecast (1) (2) (2)

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Preliminary Draft Subject to Review and Significant Revision Pearl’s Offers Variants @ $8/share (2/3) 2 $mm / $ per share To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total Equity Value $694 $1,774 $2,468 $740 $1,893 $2,633 $859 $1,774 $2,633 $859 $1,774 $2,633 Number of Shares (mm) 93 237 329 93 237 329 93 237 329 93 237 329 Total Package Offer Price / Share $7.50 $7.50 $7.50 $8.00 $8.00 $8.00 $9.28 $7.50 $8.00 $9.28 $7.50 $8.00 Public's capture of Pearl's Bumps vs. $7.50 n/a n/a 100.0% 100.0% Premium to Today Close ($5.94) 26.3% 34.7% 56.2% 26.3% 34.7% 56.2% 26.3% 34.7% Premium to 30 Day VWAP ($5.55) 35.1% 44.1% 67.2% 35.1% 44.1% 67.2% 35.1% 44.1% Equity Value Components Shares Purchased at Cash Price 93 113 206 93 106 199 93 98 190 93 79 171 Cash Price $7.50 $7.50 $7.50 $8.00 $8.00 $9.28 $7.50 $9.28 $9.28 Cash Consideration $694 $850 $1,544 $740 $850 $1,590 $859 $732 $1,590 $859 $732 $1,590 Shares Purchased at PFD Equity Price 57 57 53 53 57 57 64 64 PFD Equity Price $7.50 $7.50 $8.00 $7.50 $6.61 PFD Equity Consideration $425 $425 $425 $425 $425 425 $425 425 Shares Rolled 67 67 77 77 82 82 93 93 Rollover Shares Price $7.50 $7.50 $8.00 $7.50 $6.61 Rollover Consideration $499 $499 $618 $618 $618 618 $618 618 Baryte PF Equity % in MergeCo 7.4% 8.5% 8.5% 8.5% Incremental Equity % Required to deliver Baryte $8.00 n/a n/a 1.8% 1.8% Required Sapphire TEV multiple % discount vs Diamond n/a n/a (1.3%) (1.3%) TEV $4,285 $4,450 $4,870 $4,285 $4,450 $4,870 $4,285 $4,450 TEV / 2022E EBITDA 12.9x 13.4x 14.6x 12.9x 13.4x 14.6x 12.9x 13.4x TEV / 2023E EBITDA 11.6x 12.0x 13.1x 11.6x 12.0x 13.1x 11.6x 12.0x $8.00 Offer Pearl's 1st Offer @ $7.50 Variant A Parity for Public / Baryte Variant B Public receives premium to Baryte Variant C Public receives premium to Baryte, with optical cash parity for Baryte Pearl's Offers Public receives $9.28 - Baryte receives blended $7.50, incl. cash component $9.28 Pearl delivers $8.00 for each share Public receives $9.28 - Baryte receives blended $7.50, incl. cash component $7.50 Source: Company Management Forecast, Company Filings, Pearl’s Offers and subsequent counters (1) Shares outstanding per Pearl S&U draft document (2) 2022E EBITDA of $332mm and 2023E EBITDA of $370mm as per Company Management Forecast (1) (2) (2)

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Preliminary Draft Subject to Review and Significant Revision Pearl’s Offers Variants @ $8/share (3/3) 3 $mm / $ per share To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total To Public SH To Baryte Total Equity Value $694 $1,774 $2,468 $810 $1,823 $2,633 $833 $1,800 $2,633 $856 $1,777 $2,633 Number of Shares (mm) 93 237 329 93 237 329 93 237 329 93 237 329 Total Package Offer Price / Share $7.50 $7.50 $7.50 $8.75 $7.71 $8.00 $9.00 $7.61 $8.00 $9.25 $7.51 $8.00 Public's capture of Pearl's Bumps vs. $7.50 n/a 70.3% 84.4% 98.4% Premium to Today Close ($5.94) 26.3% 47.3% 29.7% 34.7% 51.5% 28.1% 34.7% 55.7% 26.4% 34.7% Premium to 30 Day VWAP ($5.55) 35.1% 57.7% 38.9% 44.1% 62.2% 37.1% 44.1% 66.7% 35.3% 44.1% Equity Value Components Shares Purchased at Cash Price 93 113 206 93 104 197 93 101 194 93 98 190 Cash Price $7.50 $7.50 $7.50 $8.75 $7.50 $9.00 $7.50 $9.25 $7.50 Cash Consideration $694 $850 $1,544 $810 $781 $1,590 $833 $757 $1,590 $856 $734 $1,590 Shares Purchased at PFD Equity Price 57 57 54 54 55 55 57 57 PFD Equity Price $7.50 $7.50 $7.87 $7.69 $7.52 PFD Equity Consideration $425 $425 $425 $425 $425 $425 $425 $425 Shares Rolled 67 67 78 78 80 80 82 82 Rollover Shares Price $7.50 $7.50 $7.87 $7.69 $7.52 Rollover Consideration $499 $499 $618 $618 $618 $618 $618 $618 Baryte PF Equity % in MergeCo 7.4% 8.5% 8.5% 8.5% Incremental Equity % Required to deliver Baryte $8.00 n/a 1.0% 1.4% 1.7% Required Sapphire TEV multiple % discount vs Diamond n/a (1.3%) (1.3%) (1.3%) TEV $4,285 $4,696 $4,353 $4,450 $4,779 $4,321 $4,450 $4,861 $4,289 $4,450 TEV / 2022E EBITDA 12.9x 14.1x 13.1x 13.4x 14.4x 13.0x 13.4x 14.6x 12.9x 13.4x TEV / 2023E EBITDA 11.6x 12.7x 11.8x 12.0x 12.9x 11.7x 12.0x 13.1x 11.6x 12.0x $8.00 Offer Variant B-3 Public receives premium to Baryte Public receives $9.25 - Baryte receives blended $7.51, incl. cash component $7.50 Variant B-2 Public receives premium to Baryte Public receives $9.00 - Baryte receives blended $7.61, incl. cash component $7.50 Variant B-1 Public receives premium to Baryte Public receives $8.75 - Baryte receives blended $7.71, incl. cash component $7.50 Pearl's 1st Offer @ $7.50 Pearl's Offers Source: Company Management Forecast, Company Filings, Pearl’s Offers and subsequent counters (1) Shares outstanding per Pearl S&U draft document (2) 2022E EBITDA of $332mm and 2023E EBITDA of $370mm as per Company Management Forecast (1) (2) (2)

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Preliminary Draft Subject to Review and Significant Revision Offer Variants Graphical Representation 4 499 558 594 618 618 618 618 425 425 425 425 425 425 425 850 850 850 850 781 757 734 1,774 1,833 1,869 1,893 1,823 1,800 1,777 $7.50 $7.75 $7.90 $8.00 $8.75 $9.00 $9.25 $ - $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 0 500 1,000 1,500 2,000 2,500 3,000 $7.50 $7.75 $7.90 $8.00 B-1 B-2 B-3 Cash PFD Note Rollover Pearl Offer Price: Price Parity with Baryte Differential Equity Value Splits Price to Public ($) Bain Equity Package Build-Up ($mm) Source: Company Management Forecast, Company Filings, Pearl’s Offers and subsequent counters Price / Share to Public

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Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Diversey Holdings, Ltd. (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer 5