Univar Nexeo merger

Wilbur Ross Deal

Two warrants plus $11.50. Callable >24.

The merger agreement provides for each share of Nexeo stock issued and outstanding to be converted into 0.305 shares of Univar common stock and $3.29 in cash, subject to adjustment at closing, representing a purchase price of $11.65 per share of Nexeo common stock, based on Univar's closing price on September 14, 2018 of $27.40. The cash consideration is subject to a potential reduction of up to $0.41 per share, based on Univar's stock trading price prior to the completion of the acquisition.

Following the close, existing Nexeo equity warrants will be exercisable for the merger consideration in accordance with the terms of the warrant agreement.

Each warrant entitles its holder to purchase one half of one share of our Common Stock
at an exercise price of $5.75 per half share, to be exercised
only for a whole number of shares of our Common Stock. The warrants will become exercisable 30 days after the completion of our initial business combination and expire five years after the completion of our initial business combination or earlier
upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Companys Common Stock equals or exceeds $24.00 per share for
any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of
redemption to the warrant holders.