ST. PAUL, Minn. – Ecolab Inc. and Nalco Holding Company shareholders voted overwhelmingly on Nov. 30 to approve merging the two companies. Combined 2011 annualized sales of both companies will total more than $11 billion. Ecolab, with sales of $6 billion and more than 26,000 employees, is a global supplier of cleaning, sanitizing, food safety and infection prevention products and services. Nalco is a global leader in the critical water and energy markets.
“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,” said Douglas Baker Jr., Ecolab chairman and CEO. “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.”
Once the merger is completed, Erik Fyrwald, chairman and CEO of Nalco, will be president of Ecolab, reporting to Baker. Two other Nalco execs 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. After the merger is finalized, Ecolab’s global headquarters will remain in St. Paul, and the company will continue to have a significant presence in Naperville, Ill.
More than 99 percent of the shares voted by Ecolab’s shareholders at Ecolab’s special meeting were cast in favor of Ecolab’s issuance of shares of its common stock to Nalco’s shareholders under the terms of the merger agreement. 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 authorized shares of common stock available for issuance.
The total transaction value, based on Ecolab’s recent share price, will be approximately $8.3 billion. Closing will be completed once final regulatory clearances and the fulfillment of other customary closing conditions are met. All regulatory clearances required to complete the merger have been received except with respect to China antitrust. The merger is expected to close before the year’s end.
Ecolab plans to proceed with a $1 billion share repurchase following the closing of the transaction. The repurchase program is expected to be completed by year-end 2012.
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