EX-99.(C)(VII) 7 tm2311114d1_ex99-cvii.htm EXHIBIT 99.(C)(VII)

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Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd. February 14, 2023 Preliminary Draft Subject to Review and Significant Revision Exhibit (c)(vii)

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Preliminary Draft Subject to Review and Significant Revision $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 $731 $1,869 $2,600 $778 $1,822 $2,600 $826 $1,774 $2,600 $873 $1,727 $2,600 Number of Shares (mm) 93 237 329 93 237 329 93 237 329 93 237 329 Total Package Offer Price / Share $7.90 $7.90 $7.90 $8.41 $7.70 $7.90 $8.92 $7.50 $7.90 $9.43 $7.30 $7.90 Premium to Today Close (Feb-14) Today's Close: $5.94 33.0% 41.6% 29.6% 33.0% 50.2% 26.3% 33.0% 58.8% 22.9% 33.0% Premium to 30 Day VWAP (Feb-14) 30 Day VWAP: $5.55 42.3% 51.6% 38.7% 42.3% 60.8% 35.1% 42.3% 70.0% 31.5% 42.3% Equity Value Components Shares Purchased at Cash Price 93 110 202 93 106 199 93 103 195 93 99 192 Cash Price $7.90 $7.90 $7.90 $8.41 $7.70 $8.03 $8.92 $7.50 $8.17 $9.43 $7.30 $8.33 Cash Consideration $731 $866 $1,597 $778 $819 $1,597 $826 $772 $1,597 $873 $725 $1,597 Shares Purchased at PFD Equity Price 54 54 55 55 57 57 58 58 PFD Equity Price $7.90 $7.90 $7.70 $7.70 $7.50 $7.50 $7.30 $7.30 PFD Equity Consideration $425 $425 $425 $425 $425 $425 $425 $425 Shares Rolled 73 73 75 75 77 77 79 79 Rollover Shares Price $7.90 $7.90 $7.70 $7.70 $7.50 $7.50 $7.30 $7.30 Rollover Consideration $577 $577 $577 $577 $577 $577 $577 $577 TEV & Effective Multiples Total Cash From Pearl $1,597 $1,597 $1,597 $1,597 Equity Value $2,600 $2,600 $2,600 $2,600 Diamond Net Debt 1,817 1,817 1,817 1,817 Diamond TEV $4,417 $4,417 $4,417 $4,417 TEV to Pearl $4,417 $4,417 $4,417 $4,417 TEV / 2022E EBITDA 13.3x 13.3x 13.3x 13.3x TEV / 2023E EBITDA 11.9x 11.9x 11.9x 11.9x Effective TEV & Multiple to Public $4,417 $4,585 $4,753 $4,921 TEV / 2022E EBITDA 13.3x 13.8x 14.3x 14.8x TEV / 2023E EBITDA 11.9x 12.4x 12.8x 13.3x Effective TEV & Multiple to Baryte $4,417 $4,351 $4,285 $4,219 TEV / 2022E EBITDA 13.3x 13.1x 12.9x 12.7x TEV / 2023E EBITDA 11.9x 11.7x 11.6x 11.4x Baryte Cashed Out @ $7.50, Implied $7.90 Offer For Public and Baryte Public at $8.92 Baryte Cashed Out @ $7.70, Implied Public at $8.41 Baryte Cashed Out @ $7.30, Implied Public at $9.43 Differential Consideration Scenarios @ $7.90 / Share for Diamond 1 Source: Company Management Forecast, Company Filings, Pearl’s 3rd Offer and subsequent counter (1) Shares outstanding per Pearl S&U draft document (2) Analysis assumes Pearl purchases 110mm shares from Baryte for cash consideration at $7.90 (same number of shares as purchased under 2nd Offer at $7.75) (3) Reflects Pearl cash price offered for purchase of Baryte and Public outstanding shares (4) Net debt excludes potential exercise of options and potential cash outflow connected with the Tax-Related Assets. Also excludes unfunded pension deficit (5) 2022E EBITDA of $332mm and 2023E EBITDA of $370mm as per Company Management Forecast (1) (3) (2) (5) (3) (3) (5) (4) (3) (5) (5) (5) (5) Share price to the public

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Preliminary Draft Subject to Review and Significant Revision $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 $740 $1,893 $2,633 $811 $1,822 $2,633 $859 $1,774 $2,633 $906 $1,727 $2,633 Number of Shares (mm) 93 237 329 93 237 329 93 237 329 93 237 329 Total Package Offer Price / Share $8.00 $8.00 $8.00 $8.77 $7.70 $8.00 $9.28 $7.50 $8.00 $9.79 $7.30 $8.00 Premium to Today Close (Feb-14) Today's Close: $5.94 34.7% 47.6% 29.6% 34.7% 56.2% 26.3% 34.7% 64.8% 22.9% 34.7% Premium to 30 Day VWAP (Feb-14) 30 Day VWAP: $5.55 44.1% 58.0% 38.7% 44.1% 67.2% 35.1% 44.1% 76.4% 31.5% 44.1% Equity Value Components Shares Purchased at Cash Price 93 110 202 93 105 197 93 101 194 93 98 190 Cash Price $8.00 $8.00 $8.00 $8.77 $7.70 $8.20 $9.28 $7.50 $8.35 $9.79 $7.30 $8.51 Cash Consideration $740 $877 $1,618 $811 $806 $1,618 $859 $759 $1,618 $906 $712 $1,618 Shares Purchased at PFD Equity Price 53 53 55 55 57 57 58 58 PFD Equity Price $8.00 $8.00 $7.70 $7.70 $7.50 $7.50 $7.30 $7.30 PFD Equity Consideration $425 $425 $425 $425 $425 $425 $425 $425 Shares Rolled 74 74 77 77 79 79 81 81 Rollover Share Price $8.00 $8.00 $7.70 $7.70 $7.50 $7.50 $7.30 $7.30 Rollover Consideration $590 $590 $590 $590 $590 $590 $590 $590 TEV & Effective Multiples Total Cash From Pearl $1,618 $1,618 $1,618 $1,618 Equity Value $2,633 $2,633 $2,633 $2,633 Diamond Net Debt 1,817 1,817 1,817 1,817 Diamond TEV $4,450 $4,450 $4,450 $4,450 TEV to Pearl $4,450 $4,450 $4,450 $4,450 TEV / 2022E EBITDA 13.4x 13.4x 13.4x 13.4x TEV / 2023E EBITDA 12.0x 12.0x 12.0x 12.0x Effective TEV & Multiple to Public $4,450 $4,702 $4,870 $5,038 TEV / 2022E EBITDA 13.4x 14.1x 14.6x 15.2x TEV / 2023E EBITDA 12.0x 12.7x 13.1x 13.6x Effective TEV & Multiple to Baryte $4,450 $4,351 $4,285 $4,219 TEV / 2022E EBITDA 13.4x 13.1x 12.9x 12.7x TEV / 2023E EBITDA 12.0x 11.7x 11.6x 11.4x $8.00 Offer For Public and Baryte Baryte Cashed Out @ $7.70, Implied Public at $8.77 Baryte Cashed Out @ $7.50, Implied Public at $9.28 Baryte Cashed Out @ $7.30, Implied Public at $9.79 Differential Consideration Scenarios @ $8.00 / Share for Diamond 2 Source: Company Management Forecast, Company Filings, Pearl’s 3rd Offer and subsequent counter (1) Shares outstanding per Pearl S&U draft document (2) Analysis assumes Pearl purchases 110mm shares from Baryte for cash consideration at $7.90 (same number of shares as purchased under 2nd Offer at $7.75) (3) Reflects Pearl cash price offered for purchase of Baryte and Public outstanding shares (4) Net debt excludes potential exercise of options and potential cash outflow connected with the Tax-Related Assets. Also excludes unfunded pension deficit (5) 2022E EBITDA of $332mm and 2023E EBITDA of $370mm as per Company Management Forecast (1) (3) (2) (5) (3) (3) (5) (4) (3) (5) (5) (5) (5) Share price to the 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 3