Ecolab Announces Agreement for $500 Million Senior Notes
October 28 2011 - 5:12PM
Business Wire
Ecolab Inc. said it has entered into a Note Purchase Agreement
to issue and sell $500 million of senior notes in two series: 3.69%
Series A Senior Notes due 2018 in the aggregate principal amount of
$250 million and 4.32% Series B Senior Notes due 2023 in the
aggregate principal amount of $250 million. The sale of the notes
is expected to close in November 2011.
The Company intends to use the net proceeds from this offering
in connection with the funding of the Company’s previously
announced merger with Nalco Holding Company and for general
corporate purposes.
With sales of $6 billion and more than 26,000 associates, Ecolab
Inc. (NYSE: ECL) is the global leader in cleaning, sanitizing, food
safety and infection prevention products and services. Ecolab
delivers comprehensive programs and services to 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 communication 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 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 has filed with
the SEC in connection with the merger, which was declared effective
by the SEC on October 28, 2011. 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
In connection with the proposed merger between Ecolab and Nalco,
Ecolab filed with the SEC a Registration Statement on Form S-4
that includes a joint proxy statement of Ecolab and Nalco that also
constitutes a prospectus of Ecolab relating to the proposed
transaction. The Registration Statement was declared effective by
the SEC on October 28, 2011. WE URGE INVESTORS AND SECURITY HOLDERS
TO READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION about Ecolab,
Nalco and the proposed merger. Investors and security holders can
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 can
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.
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, is contained in the
registration statement and joint proxy statement/prospectus and
other relevant materials that have been filed with the SEC.
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.
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