Scrutiny Intensifies Over Sealed Air’s Acquisition Deal

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The proposed acquisition of packaging giant Sealed Air by CD&R is facing heightened legal scrutiny. A formal investigation has been launched by the U.S. law firm Halper Sadeh, casting a spotlight on the $10.3 billion transaction. The central question for investors is whether this probe could derail the planned deal.

Announced on November 17, 2025, the agreement would see Sealed Air shareholders receive $42.15 in cash per share. If completed, the company is expected to be delisted from public markets by mid-2026. The board of directors unanimously approved the offer. Prior to this, a 30-day "go-shop" period concluded on December 16, 2025, allowing advisors to solicit superior proposals. No alternative bids emerged, triggering standard "no-shop" provisions.

The Nature and Potential Impact of the Probe

Halper Sadeh's investigation focuses on two primary areas: the fairness of the proposed consideration to shareholders and the board's decision-making process. Specifically, it will examine potential violations of federal securities laws and whether fiduciary duties to shareholders were adequately upheld. Such an inquiry can lead to formal complaints, additional reviews, or even litigation.

Market reaction to the investigation's announcement has been muted. Shares currently trade around €35.00, approximately 16% below their 52-week high, with the 50-day moving average at €38.00. This subdued response suggests the market still views deal completion as the most probable outcome. In practice, however, these processes typically introduce administrative delays and can pressure timelines.

Could the investigation block the transaction? A successful legal challenge or objection could force delays or even reopen negotiations. Nevertheless, the original procedural steps—including the board's unanimous support and the failed "go-shop" period—support the view that a swift conclusion remains likely, barring the discovery of significant procedural flaws.

Forward-Looking Milestones

Pending shareholder and regulatory approvals, the acquisition remains scheduled for mid-2026. A key date for observers is March 2, 2026, when Sealed Air is set to release its next quarterly results. These figures may provide fresh insight into the company's valuation ahead of the expected closing and could prompt renewed assessments from investors and analysts.