Displaying items by tag: ecolab

Ecolab Inc. has announced the results of the stock-cash merger consideration elections made by the stockholders of the Nalco Holding Company in accordance with the terms of the merger agreement between Ecolab and Nalco. The merger of the companies was completed on December 1, 2011, and the stock-cash election deadline expired at 5:00 p.m., New York City time, on December 7, 2011.

The exchange agent for the merger, Computershare Trust Company, N.A., has calculated that of the 139,377,163 shares of Nalco common stock outstanding as of the effective time of the merger, cash elections were made for 30,551,777 shares, or 21.9%, and stock elections were made for 103,713,533, or 74.4%. "No election" was made, or deemed to have been made, with respect to the remaining shares. In accordance with the terms of the merger agreement, "no election" shares were deemed to have made an election to receive cash merger consideration.

Based on the election results and the terms of the merger agreement:

• for Nalco shares for which cash elections were made or deemed to have been made, shareholders will receive 100% of their consideration in cash; and
• for Nalco shares for which stock elections were made, shareholders will receive approximately 94% of their consideration in shares of Ecolab common stock and the balance in cash.

In the aggregate, Ecolab will pay approximately $1.6 billion in cash and issue approximately 68.3 million shares of common stock pursuant to the merger.

Ecolab Inc. has announced it has completed its public offering of $3.75 billion aggregate principal amount of senior notes.

The senior unsecured notes include:

• $500 million of 2.375% notes due 2014
• $1.25 billion of 3.0% notes due 2016
• $1.25 billion of 4.35% notes due 2021
• $750 million of 5.5% notes due 2041

Ecolab expects to use the net proceeds from the offering to repay outstanding commercial paper borrowings, which were issued to finance a portion of the cash requirements relating to the acquisition ofNalco Holding Company, to refinance Nalco's outstanding senior notes, and for general corporate purposes, including to repurchase shares of its common stock.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes or any other security.

With 2011 annualized sales of $11 billion and more than 38,000 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. More Ecolab news and information is available at www.ecolab.com

This news release contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning the use of the net proceeds of the senior notes offering, including the repayment of other borrowings and share repurchases. These statements, which represent Ecolab's expectations or beliefs concerning various future events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. We caution that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

More detailed information about risks and uncertainties that may affect our operating results and business performance may be found in our and, prior to December 1, 2011, Nalco Holding Company's filings with the Securities and Exchange Commission, including under Item 1A of reports filed on Form 10-K and Form 10-Q, and include the vitality of the markets we serve; the impact of worldwide economic factors such as the worldwide economy, credit markets, interest rates and foreign currency risk fluctuations in raw material and delivered product costs; our ability to develop competitive advantages through value, innovation and customer support; restraints on pricing flexibility due to contractual obligations; pressure on operations from consolidation of customers and vendors; our ability to promptly and effectively integrate the businesses of Ecolab and Nalco and to achieve the cost savings and synergies we anticipate from the Nalco acquisition within the expected time frame or at all; the Nalco acquisition may involve unexpected costs, unexpected liabilities or unexpected delays; the ability to acquire other complementary businesses and to effectively integrate such businesses; the costs and effects of complying with laws and regulations relating to the environment, including evolving climate change standards, and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct of our business generally, including employment and labor laws; the occurrence of litigation or claims; acts of war, terrorism or hostilities, natural or man-made disasters, water shortages or severe weather conditions which impact our markets; our ability to attract and retain high caliber management talent; and other risks or uncertainties reported from time to time in our filings with the Securities and Exchange Commission. 

Shareholders from both Ecolab Inc. and Nalco Holding Company overwhelmingly approved the merger of the two companies on November 30. The merger became effective on December 1, 2011, creating the global leader in water, hygiene and energy services, offering premier product solutions, the industry’s largest and best-trained sales and service force, coverage in more than 160 countries, and 2011 annualized sales of more than $11 billion.

• For financial information about Ecolab Inc, please visit the Ecolab Investor website.  
•  For more information about the strengths of the combined company please visit one.ecolab-nalco.com.

Brief Merger FAQ

What is the effective date of Ecolab's purchase of Nalco?

Effective December 1, 2011, a wholly-owned subsidiary of Ecolab was merged with and into Nalco Holding Company. At the time of the merger, Nalco common stock was cancelled.

What will Nalco shareholders receive?

The former shareholders of Nalco will receive either (i) 0.7005 shares of Ecolab Common stock, or (ii) $38.80 cash, without interest, in exchange for one share of Nalco Common Stock, subject to the adjustment and reallocation provisions of the Agreement and Plan of Merger dated as of July 19, 2011. For questions or assistance with the election process, shareholders can call MacKenzie Partners, Nalco's Information Agent, toll-free at 1-800-322-2885 or 212-929-5500 (collect). The election period ends December 7, 2011 at 5 pm ET.

How do I exchange my Nalco stock for the merger consideration?

If your Nalco shares are held in a bank or brokerage account, please contact your bank or broker for information regarding the exchange. Nalco's shareholders of record received a Letter of Transmittal from Computershare, the merger Exchange Agent, together with specific instructions. Nalco's shareholders of record may call Computershare at 1-800-546-5141 or 781-575-2765 for assistance.

When will Nalco shareholders receive payment for their shares?

Nalco shareholders whose shares are held by a bank or a brokerage firm should contact that firm with any questions. Nalco's shareholders of record may call Computershare at 1-800-546-5141 or 781-575-2765 for assistance.

Indenture Compliance

The reports below present required financial information disclosures to bondholders for Nalco Holdings LLC, Nalco Company and subsidiaries relating to Senior Notes issued in May of 2009 that will mature in May of 2017. 

Summary Disclosure September 30, 2011 
Summary Disclosure June 30, 2011
Summary Disclosure, March 31, 2011
Summary Disclosure December 31, 2010
Summary Disclosure September 30, 2010
Summary Disclosure June 30, 2010
Summary Disclosure, March 31, 2010
Summary Disclosure December 31, 2009
Summary Disclosure September 30, 2009
Summary Disclosure June 30, 2009

Nalco Holding Company, has announced that it has been informed that the proposed merger between Nalco and Ecolab Inc. has been cleared by the Chinese Ministry of Commerce (MOFCOM). The MOFCOM clearance is the last of the regulatory approvals required to complete the merger.

Shareholders from both Nalco and Ecolab overwhelmingly approved the merger of the two companies on November 30, 2011.  The completion of the merger remains subject only to customary closing conditions, and Nalco anticipates that the parties will proceed to complete the merger effective today.

About Nalco

Nalco is the world's largest sustainability services company focused on industrial water, energy and air applications; delivering significant environmental, social and economic performance benefits to our customers. We help our customers reduce energy, water and other natural resource consumption, enhance air quality, minimize environmental releases and improve productivity and end products while boosting the bottom line. Together our comprehensive solutions contribute to the sustainable development of customer operations. Nalco is a member of the Dow Jones Sustainability World and North America Indexes. More than 13,000 Nalco employees operate in 150 countries supported by a comprehensive network of manufacturing facilities, sales offices and research centers to serve a broad range of end markets. In 2010, Nalco achieved sales of $4.25 billion. For more information visit www.nalco.com. 

Nalco Holding Company (NYSE: NLC) announced that its stockholders voted to adopt the previously announced merger agreement dated July 19, 2011 with Ecolab Inc. (NYSE: ECL). The approval came at a special meeting held today in Naperville, Ill. More than 99.9 percent of the votes cast and 74 percent of shares outstanding were voted in favor of the transaction.