Ecolab Receives Final Required Antitrust Clearance for Merger with Nalco
December 01 2011 - 8:15AM
Business Wire
Ecolab Inc. announced today that it has received clearance from
the China antitrust authority to proceed with its previously
announced merger with Nalco Holding Company.
Ecolab and Nalco have now received clearances from all antitrust
authorities which require pre-clearance in order to complete the
Nalco merger.
Shareholders from both Ecolab Inc. and Nalco Holding Company
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 Ecolab anticipates that the
parties will proceed to complete the merger effective today.
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
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
the expected closing of the merger, benefits of the merger,
integration plans and expected synergies, anticipated future
financial and operating performance and results, including
estimates for growth, and share repurchases. These statements are
based on the current expectations of management of Ecolab and
Nalco. 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) 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, (ii) the possibility that the merger may involve
unexpected costs, unexpected liabilities or unexpected delays,
(iii) the risk that the credit ratings of the combined company or
its subsidiaries may be different from what the companies currently
expect, (iv) the risk that the businesses of the companies may
suffer as a result of uncertainty surrounding the merger and (v)
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, or 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.
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