ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. announced today that it has received notice from the United
States Federal Trade Commission of early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
connection with the previously announced merger of Nalco Holding Company
and Ecolab. 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 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 SEC. These risks, as well as other risks
associated with the merger, will be more fully discussed in the joint
proxy statement/prospectus that will be included in the Registration
Statement on Form S-4 that Ecolab will file with the Securities and
Exchange Commission (the "SEC") 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 will file with the SEC a registration statement on Form S-4 that
will include a joint proxy statement of Ecolab and Nalco that will also
constitute 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 WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION about Ecolab, Nalco and the proposed merger.
Investors and security holders will be able to obtain these materials
(when they are available) 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 (when they become available) 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, will be contained in the
registration statement and joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
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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