Ecolab's $8 Billion Acquisition - Analyst Blog
July 21 2011 - 2:30PM
Zacks
In a major move, leading cleaning
and sanitation products company Ecolab Inc (ECL)
has agreed to acquire Illinois-based water treatment company
Nalco Holding Company (NLC) in a cash and
stock deal worth roughly $8 billion. The deal, which is expected to
close in the fourth quarter, has been approved by the Boards of
both companies.
Shares of Nalco rocketed $7 (or
24.3%) to close at $35.87 on July 20 while the Minnesota-based
Ecolab’s shares
slid $4.08 (7.4%) to $51.31 as investors appear to perceive it to
be an expensive buy.
The Deal
Under the deal terms, shareholders
of Nalco may opt to receive either 0.7005 share of Ecolab common
stock or $38.80 in cash for each Nalco share,
representing a
34% premium over Nalco’s closing price of $28.87 on July 19.
The mix of overall consideration is 70% stock and 30%
cash.
Ecolab will issue roughly 68.9
million shares and will make a cash payment of roughly $1.6 billion
to Nalco stockholders, representing an offer value of $5.4 billion.
Moreover, Ecolab will assume $2.7 billion in Nalco debt, taking the
total deal value to about $8.1 billion.
The completion of the transaction
is contingent upon regulatory clearance, approval of shareholders of
both the companies and customary closing conditions.
Following the deal closure, Nalco will merge with a subsidiary of
Ecolab. Bank of America (BAC) and Goldman
Sachs (GS) acted as the financial advisors to Ecolab and
Nalco, respectively, on the deal.
A Clear Leader
Headquartered in Naperville, Nalco,
with annual sales of $4 billion, is the global leader in water
treatment services with operations stretching across more than 150
nations. It offers water management sustainability services and
focuses on industrial water, energy and air applications.
The company’s value-added
services enable
its customers to minimize energy, water and other natural
resource consumption, reduce environmental releases while improving
productivity. Nalco’s oil dispersants (the Corexit 9500) were used
to clean up the Deepwater Horizon oil spill (also known as “BP oil
spill”) in the Gulf of Mexico in 2010.
The deal is a strategic fit and
highly complementary for Ecolab as it will enable it to
bolster its water management business. It marks the union of
Nalco's market leadership in water and energy services with
Ecolab's competency in food safety and cleaning.
The merger will enable the combined
entity to address major trends such as growing food demand and food
safety, water scarcity, rising energy demand and aging population’s
need for healthcare. The integrated company will have roughly $1.5
billion in sales from fast growing emerging markets and will have
global leadership positions in key end-markets.
Financial
Impact
The deal is expected to be
accretive to the merged entity’s earnings in 2012 and beyond. There
is also an
opportunity for attractive synergies with Ecolab expecting combined
annual cost synergies of $150 million. Moreover, the
combined entity will have a strong
balance sheet and cash flows which will allow it to invest in key
growth areas and pare debt.
Separately, Ecolab has lifted its
adjusted earnings target for fiscal 2011 to $2.52-$2.56 per
share (excluding the Nalco deal impact) from its earlier projection
of $2.49-$2.53. Moreover, the company expects adjusted earnings of
64 cents a share for the second quarter, which is at the top end of
its projected range of 62-64 cents. The company is expected to
unveil its second quarter results on July 27.
Neutral on
Ecolab
Ecolab provides
products and services for the hospitality, foodservice,
institutional and industrial markets. It leads in cleaning,
sanitizing, pest elimination and food safety solutions with
revenues of $6 billion.
Ecolab believes in growth through
acquisition. The company made back-to-back acquisitions in
2010. Ecolab, in September 2010, acquired the commercial laundry
business of Illinois-based privately-held Dober Chemical, which has
boosted its North American commercial laundry operation. Moreover,
Ecolab closed its acquisition of Australian cleaning and hygiene
products maker Cleantec in December 2010, which expanded its
Asia-Pacific reach.
More recently, in March 2011,
Ecolab wrapped
up the purchase of Virginia-based privately-held O.R. Solutions for
roughly $260 million. The acquisition enables the company to
broaden its U.S. health care business and strengthens its infection
prevention solutions.
We are encouraged by Ecolab’s
strong international exposure and recovery across its end-markets.
However, the company faces stiff competition from
Clorox (CLX) and Church &
Dwight (CHD). Moreover, raw material price fluctuations
represent a headwind for Ecolab. While multiple acquisitions have
expanded Ecolab’s product range, such a strategy has
inherent integration risks.
Currently, we have a long-term
Neutral recommendation on Ecolab. The stock currently retains a
Zacks #2 Rank, which translates into a short-term Buy
recommendation.
BANK OF AMER CP (BAC): Free Stock Analysis Report
CHURCH & DWIGHT (CHD): Free Stock Analysis Report
CLOROX CO (CLX): Free Stock Analysis Report
ECOLAB INC (ECL): Free Stock Analysis Report
GOLDMAN SACHS (GS): Free Stock Analysis Report
NALCO HLDG CO (NLC): Free Stock Analysis Report
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