UNIVAR INC. (NYSE:UNVR) Files An 8-K Entry into a Material Definitive Agreement

and be cancelled as of immediately prior to the Initial
Effective Time and be converted into the right to receive, in
respect of each net share covered by such Company Option, the
Merger Consideration, net of any taxes, the per share Merger
Consideration. The number of net shares covered by such
Company Option shall be determined in accordance with the
formula set forth in the Merger Agreement and takes in
account the exercise price of the applicable Company Option.

Each outstanding share of restricted stock (each, a
Company Restricted Stock Award) that is outstanding as
of immediately prior to the Effective Time, whether vested or
unvested, will terminate and be cancelled as of immediately
prior to the Initial Effective Time and be converted into the
right to receive the Merger Consideration, net of any taxes
withheld, with respect to the number of Shares subject to
such Company Restricted Stock Award immediately prior to the
Initial Effective Time.

Each outstanding performance share unit that was granted
under Nexeos stock plan (each, a Company Performance Share
Unit Award) that is outstanding or payable as of
immediately prior to the Initial Effective Time, whether
vested or unvested, will terminate and be cancelled as of
immediately prior to the Initial Effective Time and be
converted into the right to receive the Merger Consideration,
net of any taxes withheld, with respect to the number of
Shares subject to such Company Performance Share Unit Award
determined based on actual performance through the latest
practicable date prior to the Closing Date.

Each outstanding award of share-settled restricted share
units (each, a Company RSU Award) that is outstanding
or payable as of immediately prior to the Initial Effective
Time, whether vested or unvested, will terminate and be
cancelled as of immediately prior to the Initial Effective
Time and be converted into the right to receive the Merger
Consideration, net of any taxes withheld, with respect to the
number of Shares subject to such Company RSU Award
immediately prior to the Initial Effective Time.

Each outstanding award of cash-settled restricted share units
(each, a Company Cash RSU Award) that is outstanding
or payable as of immediately prior to the Initial Effective
Time, whether vested or unvested, will terminate and be
cancelled as of immediately prior to the Initial Effective
Time and be converted into the right to receive an amount in
cash equal to the Per Share Cash Equivalent Consideration,
net of any taxes withheld, with respect to each Share subject
to such Company Cash RSU Award immediately prior to the
Initial Effective Time.

The parties obligation to consummate the Mergers is subject
to the satisfaction or waiver of conditions set forth in the
Merger Agreement, including: (i)the adoption by Nexeos
stockholders of the Merger Agreement, (ii)the approval by
Univars stockholders of the issuance of the shares of Univar
Common Stock in connection with the transactions contemplated
by the Merger Agreement, (iii)the expiration of the waiting
period applicable to the Mergers under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the
receipt of other required regulatory approvals, (iv)the
absence of any law or governmental order prohibiting the
Mergers, (v)the effectiveness of the Registration Statement
(as defined below) and the approval for listing on the NYSE
of the shares of Univar Common Stock in connection with the
transactions contemplated by the Merger Agreement, (vi)no
material adverse effect on Univar, Nexeo or Nexeos plastics
segment having occurred since the signing of the Merger
Agreement, (vii)the termination of the Tax Receivable
Agreement dated as of June9, 2016, by and among WL Ross
Holding Corp., TPGVI NexeoII, L.P., TPGVI FOF Nexeo, L.P.,
Nexeo Holdco, LLC, TPGVI AIV SLP SD, LP, and TPGVI DE BDH, LP
and (viii)certain other customary conditions relating to the
parties representations and warranties in the Merger
Agreement and the performance of their respective
obligations. The consummation of the Mergers is not subject
to a financing contingency.

The Merger Agreement contains customary representations and
warranties made by each of the Univar and Nexeo, and also
contains customarypre-closingcovenants, including covenants,
among others, (i)by each of Univar and Nexeo to operate its
businesses in the ordinary course consistent with past
practice and to refrain from taking certain actions without
the other partys consent, (ii)by each of Univar and Nexeo not
to initiate, solicit, knowingly facilitate or knowingly
encourage any person making any proposal for an alternative
transaction, (iii)by Nexeo to use reasonable

best efforts to cause the Written Consent Parties to execute
and deliver the Written Consents and, in certain
circumstances where the Written Consents are not timely
delivered by the Written Consent Parties, at Univars
election, to call and hold a special stockholders meeting for
Nexeos stockholders to vote on the adoption of the Merger
Agreement; and (iv)by Univar to call and hold a special
stockholders meeting for Univars stockholders to vote on the
approval of the issuance of Univar common stock to the Merger
Agreement. Univar will file with the U.S. Securities and
Exchange Commission (the SEC) a registration statement
on Form S-4 (the Registration Statement) in connection
with the issuance of Univar Common Stock in connection with
the transactions contemplated by the Merger Agreement, which
will include a prospectus and a joint proxy statement of
Univar and a consent solicitation statement of Nexeo.

Under the Merger Agreement, each of Univar and Nexeo has also
agreed to use its reasonable best efforts to consummate the
Mergers, including using reasonable best efforts to obtaining
all required regulatory approvals. In connection with this
obligation, Univar is required, among other things, to divest
businesses, assets or products of Nexeo or Univar, unless
such action would be with respect to both (i)businesses,
assets, or products representing, in the aggregate, in excess
of $125million of annual sales revenues for the last fiscal
year and (ii)more than two existing distribution centers in
the aggregate. If the Merger Agreement is terminated in
certain circumstances where required regulatory approvals are
not obtained, Univar would be required to pay Nexeo a
termination fee equal to $35million.

In addition, the Merger Agreement contains pre-closing
covenants by Nexeo not to participate in any discussions or
negotiations with any person making any proposal for an
alternative transaction and requiring the board of directors
of Nexeo to recommend to its stockholders that they adopt the
Merger Agreement. The Nexeo board of directors right to
change its recommendation in certain circumstances in
response to an unsolicited proposal for an alternative
transaction or following an intervening event terminated at
the time the Support Agreements were delivered to Univar
following the execution of the Merger Agreement.

The Merger Agreement also contains pre-closingcovenants by
Univar not to participate in any discussions or negotiations
with any person making any proposal for an alternative
transaction and requiring the board of directors of Univar to
recommend to its stockholders that they approve issuance of
the shares of Univar Common Stock in connection with the
transactions contemplated by the Merger Agreement, subject to
certain exceptions. The Univar board of directors may change
its recommendation in certain circumstances specified in the
Merger Agreement in response to an unsolicited proposal for
an alternative transaction or following an intervening event,
in which case Nexeo would have the right to terminate the
Merger Agreement and require that Univar pay to it a
termination fee equal to $128million.

The Merger Agreement provides certain other termination
rights for both Univar and Nexeo, including a termination
right for Univar in certain circumstances where the Written
Consents are not timely delivered the by the Written Consent
Parties.

The foregoing description of the Merger Agreement and the
Mergers do not purport to be complete and is qualified in its
entirety by the terms and conditions of the Merger Agreement
and any related agreements. The Merger Agreement contains
representations, warranties and covenants that the respective
parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for
purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to
by the parties in connection with negotiating such agreement.
The Merger Agreement has been attached to provide investors
with information regarding its terms. It is not intended to
provide any other factual information about Univar, Nexeo or
any other party to the Merger Agreement. In particular, the
representations, warranties, covenants and agreements
contained in the Merger Agreement, which were made only for
purposes of such agreement and as of specific dates, were for
the benefit of the parties to the Merger Agreement, may be
subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these
matters as facts) and may be subject to standards of
materiality applicable to the contracting parties that differ
from those applicable to investors and security holders.
Investors and security holders are not third-party
beneficiaries under the Merger Agreement and should not rely
on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of

the actual state of facts or condition of any party to the
Merger Agreement. Moreover, information concerning the
subject matter of the representations and warranties may
change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
Univars or Nexeos public disclosures.

A copy of the Merger Agreement is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein
by reference, and the foregoing description of the Merger
Agreement is qualified in its entirety by reference thereto.

Support Agreements

Following the execution of the Merger Agreement, the Written
Consent Parties in their capacity as direct and indirect
stockholders of Nexeo executed and delivered the Support
Agreements to which, among other things, each Written Consent
Party agreed to deliver a Written Consent in respect of
Shares beneficially owned by them representing in the
aggregate more than a majority of the total Shares
outstanding as of the date hereof. The Support Agreements
provide that the Written Consent Parties will deliver the
Written Consents within 24 hours of the Registration
Statement being declared effective. The Written Consent
Parties have also agreed to vote their shares in favor of the
adoption of the Merger Agreement and against any proposal
with respect to an alternative proposal in certain
circumstances in which a special meeting of Nexeos
stockholders is held. The Written Consent Parties agreed to
restrictions on transfers of their Shares prior to the
closing of the Mergers or the earlier termination of the
Support Agreements.

The Support Agreements terminate if the Merger Agreement is
terminated or in the event of certain amendments or waivers
of the Merger Agreement, including amendments or waivers that
diminish the Merger Consideration or otherwise materially and
adversely affects the rights of the Written Consent Parties.

Copies of the Support Agreement are filed with this Current
Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are
incorporated herein by reference, and the foregoing
description of the Support Agreements is qualified in its
entirety by reference thereto.

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