ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. announced it has arranged committed bank financing which
will enable it to close its pending merger with Nalco Holding Company.
Ecolab has entered into a $2.0 billion 364-day revolving credit facility
and a $1.5 billion 5-year revolving credit facility. These senior credit
facilities will be used for general corporate purposes, including share
repurchases, the repayment of other indebtedness, acquisitions and
support of commercial paper issuances. The senior credit facilities will
be used in connection with the funding of Ecolab's previously announced
merger with Nalco Holding Company. The transaction remains subject to
other customary closing conditions, including approval by the
stockholders of both companies. Subject to satisfaction of these other
closing conditions, the merger is expected to close in the fourth
quarter of 2011.
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 -more-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 uses of
funds available under our credit facilities, 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)
Ecolab Inc.
Michael J. Monahan, 651-293-2809
Source: Ecolab Inc.
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