Ecolab Arranges Committed Bank Financing
September 08 2011 - 4:15PM
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
InformationThis 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 itEcolab 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 SolicitationEcolab, 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-SolicitationThis 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.
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