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 will receive 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:
- for Nalco shares for which cash elections were made or deemed to have been made, shareholders received 100% of their consideration in cash; and
- for Nalco shares for which stock elections were made, shareholders received approximately 94% of their consideration in shares of Ecolab common stock and the balance in cash.
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.
If you held your Nalco shares in a bank or brokerage account, please contact your bank or brokerage firm for information. The merger consideration was distributed to all banks and brokers on December 8, 2011.
Separately, a letter of transmittal has been mailed to each Nalco stockholder of record. After receiving a properly completed letter of transmittal from you, Computershare Trust Company, N.A., the exchange agent for the merger, will forward to you the Ecolab shares and/or cash to which you are entitled.
If you have questions or require assistance with submitting a letter of transmittal, please contact MacKenzie Partner, Inc., the information agent for the merger, at
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
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. Please also see the information set forth in the documents named
Tax Consequences Examples
and
Tax Reporting Statement located on Ecolab's website.
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