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Ecolab, Nalco shareholders approve merger
Shareholders from both Ecolab and Nalco Holding Company overwhelmingly approved the merger of the two companies yesterday. The merger will create a global leader in water, hygiene and energy technologies and services, offering premier product solutions, what is claimed to be the industry's largest and best-trained sales and service force, coverage in more than 160 countries, and combined 2011 annualised sales of more than $11 billion.
"We are extremely pleased by the shareholder approval of this merger with Nalco and are excited by the terrific opportunities it brings to our customers, shareholders and employees," says Douglas M. Baker, Jr., Ecolab chairman and chief executive officer. "As one company, we will strengthen our opportunities and capabilities to provide customers with the most innovative, integrated and cost-effective solutions.
"Our combined company will bring the best-in-class water and hygiene technology, enabling us to uniquely meet the growing global needs around food safety, infection prevention, water management and energy availability. Meeting these needs is fundamental for successful societies and provides an excellent platform for us to both deliver meaningful value for our customers and provide excellent growth opportunities for our associates and shareholders.
"Nalco brings a strong management team and organisation with leadership positions in the critical water and energy markets, where expanding global demand creates significant growth opportunities. Nalco is the global leader in these industries, with products and services providing the most effective and efficient solutions for customers.
"These will combine with Ecolab's leadership positions in the food safety and healthcare markets, where increasing global demand for improved sanitation and sustainable solutions creates strong long-term needs that we are uniquely positioned to meet for our customers."
More than 99% of the shares voted by Ecolab's shareholders at Ecolab's special meeting were cast in favour of Ecolab's issuance of shares of its common stock to Nalco's shareholders under the terms of the merger agreement, which was announced on 20th July, 2011. In addition, shareholders also overwhelmingly approved the proposal to amend the company's restated certificate of incorporation in order to increase to 800 million the number of authorised shares of common stock available for issuance.
Based on Ecolab's recent share price, the total transaction value will be approximately $8.3 billion, including a fully-diluted offer value of $5.6 billion for Nalco's equity and $2.7 billion on the assumption of Nalco's net debt.
Closing will be completed upon receipt of final regulatory clearances and the fulfilment of other customary closing conditions. All regulatory clearances required to complete the merger have been received except with respect to China antitrust. It is envisaged that the merger will close prior to the end of 2011.
Upon completion of the merger, Erik Fyrwald, the chairman and chief executive officer of Nalco, will be named president of Ecolab, reporting to Douglas Baker. Other key Nalco executives expected to join the Ecolab leadership team are David Flitman, executive vice president and president, Global Water and Process Services; and Steve Taylor, executive vice president and president, Global Energy Services.
Ecolab's global headquarters will remain in St. Paul, and the company will continue to have a significant presence in Naperville, Illinois.
1st December 2011