NAPERVILLE, Ill., Nov. 30, 2011 /PRNewswire/ -- Nalco Holding
Company (NYSE: NLC) announced that its stockholders voted to adopt
the previously announced merger agreement dated July 19, 2011 with Ecolab Inc. (NYSE: ECL). The
approval came at a special meeting held today in Naperville, Ill. More than 99.9 percent of the
votes cast and 74 percent of shares outstanding were voted in favor
of the transaction.
(Logo: http://photos.prnewswire.com/prnh/20101231/NALCOLOGO)
Closing will be completed upon receipt of final regulatory
clearances and the fulfillment of other customary closing
conditions. All regulatory clearances required to complete
the merger have been received except with respect to China antitrust. We expect the merger to
close prior to the end of 2011.
For questions or assistance with the election process,
shareholders can call MacKenzie Partners, Nalco's proxy solicitor,
toll-free at 1-800-322-2885 or 212 929 5500 (collect).
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 13,000
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.
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 and 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, 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. On or about October 31, 2011, Nalco and Ecolab began mailing
the definitive joint proxy statement/prospectus to stockholders of
record as of the close of business on October 11, 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 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
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. On or
about October 31, 2011, Nalco and
Ecolab began mailing the definitive joint proxy
statement/prospectus to stockholders of record as of the close of
business on October 11, 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 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. 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 Holding Company