ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. announced it plans to undertake a $1 billion share
repurchase program upon the consummation of the previously announced
Nalco Holding Company merger. The repurchase program is expected to be
completed by year-end 2012.
Ecolab recently announced its Board of Directors had increased the
company's share repurchase authorization by 10 million shares to nearly
28 million shares, contingent upon consummation of the Nalco merger.
Ecolab had approximately 232 million shares outstanding on July 31,
2011, and will issue approximately 69 million additional shares in the
Nalco merger.
Ecolab expects to conduct its purchases under the planned program in the
open market; in privately negotiated transactions from time to time,
depending on the market conditions; and through purchases made in
accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. No
further details regarding the planned repurchase program were announced.
Commenting on the announcement, Douglas M. Baker, Jr., Ecolab's
Chairman, President and Chief Executive Officer, said, "We have
successfully completed much of the preparation work for the financing of
our planned merger with Nalco. We continue to expect favorable credit
markets, including both credit availability and rates. These conditions
will enable us to move forward with a buyback plan capitalizing on an
attractive stock price while still retaining a strong financial
position. We expect this share repurchase plan will provide enhanced
shareholder returns while also maintaining our financial flexibility to
make key investments in our combined business going forward."
With sales of $6 billion and more than 26,000 associates, Ecolab
(NYSE:ECL) is the global leader in cleaning, sanitizing, food safety and
infection prevention products and services. Ecolab delivers
comprehensive programs and services to the 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 news release 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 our
plans with respect to share repurchases, benefits of the Nalco 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 filed
with the SEC on August 31, 2011 in connection with the merger. 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
Ecolab filed with the SEC on August 31, 2011 a registration statement on
Form S-4 that includes a joint proxy statement of Ecolab and Nalco and
that also constitutes a prospectus of Ecolab relating to the proposed
transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
about Ecolab, Nalco and the proposed merger. Investors and security
holders may 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 may 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, and 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 filed by Ecolab and Nalco 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)
For Ecolab Inc.
Michael J. Monahan, 651.293.2809
Source: Ecolab Inc.
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