ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. announced today it has priced an underwritten public
offering of $500 million of 1.450% senior notes due 2017. The offering
is expected to close on December 13, 2012, subject to customary closing
conditions.
Ecolab intends to use the net proceeds from the offering to finance a
portion of the cash consideration to be paid in connection with its
previously announced acquisition (the "Champion Merger") of Permian Mud
Service, Inc., the parent company of Champion Technologies and Corsicana
Technologies (collectively, "Champion"). If the Champion Merger is not
consummated, Ecolab may use all or a portion of the net proceeds for
general corporate purposes or, under certain circumstances, together
with any additional funds, as necessary, to fund the special optional
redemption of the notes. Ecolab and Champion are targeting and working
toward closing the Champion Merger by the end of the year; however, the
Champion Merger is subject to customary closing conditions, including
clearance under the Hart-Scott Rodino Antitrust Improvements Act of
1976, as amended (the ‘‘HSR Act''). Ecolab and Champion are in active
and ongoing discussions with the Antitrust Division of the U.S.
Department of Justice regarding its review of our HSR filing relating to
the Champion Merger. While Ecolab believes that it can resolve any
issues in discussions with the Department of Justice, it can provide no
assurance that the Champion Merger will be completed in the targeted
time frame, or at all.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities
Inc. are acting as joint book-running managers for the offering. The
offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (the "SEC"),
and only by means of a prospectus supplement and accompanying
prospectus, copies of which may be obtained on the SEC's website at www.sec.gov
or by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at
(800) 294-1322 or RBS Securities Inc. at (866) 884-2071.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
With 2011 pro forma sales of $11 billion and more than 40,000 employees,
Ecolab Inc. (NYSE: ECL) is the global leader in water, hygiene and
energy technologies and services that provide and protect clean water,
safe food, abundant energy and healthy environments. Ecolab delivers
comprehensive programs and services to the food, energy, healthcare,
industrial and hospitality markets in more than 160 countries.
Cautionary Statements Regarding Forward-Looking Information
This communication contains 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, the targeted timing of
completion of the Champion Merger. These statements are based on the
current expectations of management of the company. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in these
communications. These risks and uncertainties include (i) the risk that
the regulatory approvals or clearances required for the Champion Merger,
including under the HSR Act, may not be obtained, or that required
regulatory approvals may delay the Champion Merger or result in the
imposition of conditions that could have a material adverse effect on
the company or cause the company to abandon the Champion Merger,
(ii) the risk that the conditions to the closing of the Champion Merger
may not be satisfied, (iii) the risk that a material adverse change,
event or occurrence may affect the company or acquired companies prior
to the closing of the Champion Merger and may delay the Champion Merger
or cause the company to abandon the Champion Merger.
Other unknown or unpredictable factors could also have material adverse
effects on future results, performance or achievements of the company,
the acquired companies and the combined business. For a further
discussion of these and other risks and uncertainties applicable to the
company, see the company's Annual Report on Form 10-K for the year ended
December 31, 2011 and the company's subsequent reports filed with the
SEC. 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. The company does not undertake, and expressly disclaims,
any duty to update any forward-looking statement whether as a result of
new information, future events, changes in expectations or otherwise,
except as required by law.
(ECL-C)
Ecolab Inc.
Investor Contacts:
Michael Monahan,
651-293-2809
Or
Lisa Curran, 651-293-2185
Source: Ecolab Inc.
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