|
Cautionary Statement 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 SEC. These risks,
as well as other risks associated with the merger, will be more fully
discussed in the joint proxy statement/prospectus that will be included in
the Registration Statement on Form S-4 that Ecolab will file with the SEC 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.
|