ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. said it has entered into a Note Purchase Agreement to issue
and sell $500 million of senior notes in two series: 3.69% Series A
Senior Notes due 2018 in the aggregate principal amount of $250 million
and 4.32% Series B Senior Notes due 2023 in the aggregate principal
amount of $250 million. The sale of the notes is expected to close in
November 2011.
The Company intends to use the net proceeds from this offering in
connection with the funding of the Company's previously announced merger
with Nalco Holding Company and for general corporate purposes.
With sales of $6 billion and more than 26,000 associates, Ecolab Inc.
(NYSE: ECL) is the global leader in cleaning, sanitizing, food safety
and infection prevention products and services. Ecolab delivers
comprehensive programs and services to foodservice, food and beverage
processing, healthcare, and hospitality markets in more than 160
countries. More news and information is available at www.ecolab.com.
Cautionary Statements Regarding Forward-Looking Information
This communication contains certain statements relating to future events
and our intentions, beliefs, expectations and predictions for the future
which are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Words or phrases such
as "will likely result," "are expected to," "will continue," "is
anticipated," "we believe," "we expect," "estimate," "project," "may,"
"will," "intend," "plan," "believe," "target," "forecast" (including the
negative or variations thereof) or similar terminology used in
connection with any discussion of future plans, actions or events
generally identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
benefits of the merger, integration plans and expected synergies, the
expected timing of completion of the merger, and anticipated future
financial and operating performance and results, including estimates for
growth. These statements are based on the current expectations of
management of Ecolab and Nalco, as applicable. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. These risks and uncertainties include (i) the risk that
the stockholders of Nalco may not adopt the merger agreement, (ii) the
risk that the stockholders of Ecolab may not approve the issuance of
Ecolab common stock to Nalco stockholders in the merger, (iii) the risk
that the companies may be unable to obtain regulatory approvals required
for the merger, or that required regulatory approvals may delay the
merger or result in the imposition of conditions that could have a
material adverse effect on the combined company or cause the companies
to abandon the merger, (iv) the risk that the conditions to the closing
of the merger may not be satisfied, (v) the risk that a material adverse
change, event or occurrence may affect Ecolab or Nalco prior to the
closing of the merger and may delay the merger or cause the companies to
abandon the merger, (vi) the risk that an unsolicited offer by another
company to acquire shares or assets of Ecolab or Nalco could interfere
with or prevent the merger, (vii) problems that may arise in
successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and
efficiently as expected, (viii) the possibility that the merger may
involve unexpected costs, unexpected liabilities or unexpected delays,
(ix) the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the companies currently expect,
(x) the risk that the businesses of the companies may suffer as a result
of uncertainty surrounding the merger and (xi) the risk that disruptions
from the transaction will harm relationships with customers, employees
and suppliers.
Other unknown or unpredictable factors could also have material adverse
effects on future results, performance or achievements of Ecolab, Nalco
and the combined company. For a further discussion of these and other
risks and uncertainties applicable to the respective businesses of
Ecolab and Nalco, see the Annual Reports on Form 10-K of Ecolab and
Nalco for the fiscal year ended December 31, 2010 and the companies'
other public filings with the Securities and Exchange Commission (the
"SEC"). These risks, as well as other risks associated with the merger,
are more fully discussed in the joint proxy statement/prospectus
included in the Registration Statement on Form S-4 that Ecolab has filed
with the SEC in connection with the merger, which was declared effective
by the SEC on October 28, 2011. In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in this
communication may not occur. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date of this communication. Neither Ecolab nor Nalco undertakes, and
each of them expressly disclaims, any duty to update any forward-looking
statement whether as a result of new information, future events or
changes in their respective expectations, except as required by law.
Additional Information and Where to Find it
In connection with the proposed merger between Ecolab and Nalco, Ecolab
filed with the SEC a Registration Statement on Form S-4 that includes a
joint proxy statement of Ecolab and Nalco that also constitutes a
prospectus of Ecolab relating to the proposed transaction. The
Registration Statement was declared effective by the SEC on October 28,
2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION
about Ecolab, Nalco and the proposed merger. Investors and security
holders can obtain these materials and other documents filed with the
SEC free of charge at the SEC's website, www.sec.gov.
In addition, copies of the registration statement and joint proxy
statement/prospectus can be obtained free of charge by accessing
Ecolab's website at www.ecolab.com
by clicking on the "Investor" link and then clicking on the "SEC
Filings" link or by writing Ecolab at 370 Wabasha Street North, Saint
Paul, Minnesota, 55102, Attention: Corporate Secretary or by accessing
Nalco's website at www.nalco.com
by clicking on the "Investors" link and then clicking on the "SEC
Filings" link or by writing Nalco at 1601 West Diehl Road,
Naperville, Illinois 60563, Attention: Corporate Secretary. Security
holders may also read and copy any reports, statements and other
information filed by Ecolab or Nalco with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room.
Participants in the Merger Solicitation
Ecolab, Nalco and certain of their respective directors, executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Ecolab's directors and
executive officers is available in its proxy statement filed with the
SEC by Ecolab on March 18, 2011 in connection with its 2011 annual
meeting of stockholders, and information regarding Nalco's directors and
executive officers is available in its proxy statement filed with the
SEC by Nalco on March 14, 2011 in connection with its 2011 annual
meeting of stockholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
registration statement and joint proxy statement/prospectus and other
relevant materials that have been filed with the SEC.
Non-Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
(ECL-C)
Ecolab Inc.
Michael J. Monahan, 651-293-2809
Source: Ecolab Inc.
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