NAPERVILLE, Ill., Oct. 28, 2011 /PRNewswire/ -- Nalco Holding
Company (NYSE: NLC), announced today that it has established the
date for a special meeting of its stockholders to consider and vote
upon a proposal to adopt the previously announced Agreement and
Plan of Merger dated July 19, 2011,
among Nalco, Ecolab Inc. and Sustainability Partners Corporation, a
wholly-owned subsidiary of Ecolab. Stockholders will also vote on a
non-binding advisory proposal to approve the compensation that may
become payable to Nalco's named executive officers in connection
with the completion of the merger.
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Nalco stockholders of record at the close of business on
Tuesday, October 11, 2011 will be
entitled to notice of the special meeting and to vote at the
special meeting. The meeting will be held on November 30, 2011 at 10:00
a.m. CST at Nalco's corporate offices, 1601 West Diehl Road,
Naperville, Ill.
The merger agreement is subject to customary regulatory and
stockholder approvals and is expected to close in the fourth
quarter of 2011. Nalco and Ecolab have submitted notifications of
the merger with competition authorities in the U.S., European
Union, Australia, Canada, China, Colombia, Mexico, Russia, South
Korea and Turkey. To date,
clearances have been received without imposed conditions from the
U.S., Australia, Canada, Mexico, Russia, South
Korea and Turkey.
Any stockholder questions about the merger, including how to
vote shares of Nalco stock, should be directed to Nalco's proxy
solicitor, MacKenzie Partners Inc. toll-free at (800) 322-2885 or
collect at (212) 929-5500.
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.
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.
SOURCE Nalco Company