Effective December 1, 2011, a wholly-owned subsidiary of Ecolab was merged with and into Nalco Holding Company. At the time of the merger, Nalco common stock was cancelled.
The former shareholders of Nalco received either (i) 0.7005 shares of Ecolab Common stock, or (ii) $38.80 cash, without interest, in exchange for one share of Nalco Common Stock, subject to the adjustment and reallocation provisions of the Agreement and Plan of Merger dated as of July 19, 2011.
Of the 139,377,163 shares of Nalco common stock outstanding as of the effective time of the merger, cash elections were made for 30,551,777 shares, or 21.9%, and stock elections were made for 103713533 shares, or 74.1%. No election was made with respect to the remaining shares. In accordance with the terms of the merger agreement, "no election" shares were deemed to have made an election to receive cash in the merger.
Based on the election results and the terms of the merger agreement:
In the aggregate, Ecolab paid approximately $1.6 billion in cash and issue approximately 68.3 million shares of Ecolab common stock pursuant to the merger.
Please see the information set forth in the documents named Tax Consequences Examples and Tax Reporting Statement. The tax consequences of the merger to each Nalco stockholder will depend on the stockholder's own situation. Please consult your tax advisor for a full understanding of the tax consequences of the merger to you.
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