NAPERVILLE, Ill., Aug. 29, 2011 /PRNewswire/ -- Nalco Holding
Company (NYSE: NLC), announced today that is has received notice
from the United States Federal Trade Commission of early
termination of the waiting period under the Hart Scott Rodino
Antitrust Act of 1976 in connection with the previously announced
merger of Nalco and Ecolab Inc. (NYSE: ECL). The merger agreement
is subject to customary regulatory and shareholder approvals and is
expected to close in the fourth quarter of 2011.
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About Nalco
Nalco is the world's largest sustainability services company
focused on industrial water, energy and air applications;
delivering significant environmental, social and economic
performance benefits to our customers. We help our customers reduce
energy, water and other natural resource consumption, enhance air
quality, minimize environmental releases and improve productivity
and end products while boosting the bottom line. Together our
comprehensive solutions contribute to the sustainable development
of customer operations. Nalco is a member of the Dow Jones
Sustainability World and North America Indexes. More than 12,000
Nalco employees operate in 150 countries supported by a
comprehensive network of manufacturing facilities, sales offices
and research centers to serve a broad range of end markets. In
2010, Nalco achieved sales of $4.25
billion. For more information visit www.nalco.com.
Follow us on Twitter at www.twitter.com/Nalco_News and
www.twitter.com/NalcoCompany.
This news release includes forward-looking statements,
reflecting current analysis and expectations, based on what are
believed to be reasonable assumptions. Forward-looking statements
may involve known and unknown risks, uncertainties and other
factors, which may cause the actual results to differ materially
from those projected, stated or implied, depending on many factors,
including, without limitation: ability to generate cash, ability to
raise capital, ability to refinance, the result of the pursuit of
strategic alternatives, ability to execute work process redesign
and reduce costs, ability to execute price increases, business
climate, business performance, economic and competitive
uncertainties, higher manufacturing costs, reduced level of
customer orders, changes in strategies, risks in developing new
products and technologies, environmental and safety regulations and
clean-up costs, foreign exchange rates, the impact of changes in
the regulation or value of pension fund assets and
liabilities, changes in generally accepted accounting principles,
adverse legal and regulatory developments, including increases in
the number or financial exposures of claims, lawsuits, settlements
or judgments, or the inability to eliminate or reduce such
financial exposures by collecting indemnity payments from insurers,
the impact of increased accruals and reserves for such exposures,
weather-related factors, and adverse changes in economic and
political climates around the world, including terrorism and
international hostilities, and other risk factors identified by the
Company. Accordingly, there can be no assurance that the Company
will meet future results, performance or achievements expressed or
implied by such forward-looking statements. This paragraph is
included to provide safe harbor for forward-looking statements,
which are not generally required to be publicly revised as
circumstances change, and which the Company does not intend to
update.
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 Nalco Holding Company ("Nalco") and
Ecolab Inc. ("Ecolab"), 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 Nalco or Ecolab
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
Nalco or Ecolab 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
Nalco, Ecolab and the combined company. For a further discussion of
these and other risks and uncertainties applicable to the
respective businesses of Nalco and Ecolab, see the Annual Reports
on Form 10-K of Nalco and Ecolab 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, 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 Nalco nor Ecolab 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
Ecolab will file with the SEC a registration statement on Form
S-4 that will include a joint proxy statement of Nalco and Ecolab
that will also constitute 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 WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
about Nalco, Ecolab and the proposed merger. Investors and security
holders will be able to obtain these materials (when they are
available) 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 (when
they become available) may be obtained free of charge 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 or 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 and
security holders may also read and copy any reports, statements and
other information filed by Nalco or Ecolab 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
Nalco, Ecolab 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 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 shareholders, and 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 shareholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the registration statement and joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
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.
SOURCE Nalco Company