Ecolab Inc. announced that Henkel has priced the previously-announced
offering of shares of Ecolab common stock held by Henkel at $30.50 per
share. Ecolab will not receive any of the proceeds from the offering.
The offering is expected to close on November 18, 2008, subject to
customary closing conditions.
Ecolab further announced that it has agreed to purchase $300 million of
its shares directly from Henkel in conjunction with Henkel’s
sale of Ecolab shares.
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated are acting as joint
book-running managers, and Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. are serving as co-managers for the offering.
With sales of $5.5 billion and more than 26,000 associates, Ecolab Inc.
(NYSE:ECL) is the global leader in cleaning, sanitizing, food safety and
infection prevention products and services. Ecolab delivers
comprehensive programs and services to foodservice, food and beverage
processing, healthcare, and hospitality markets in more than 160
countries.
This news release contains various "Forward-Looking
Statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements, including
the potential impact of the company’s stock
repurchase on earnings per share in 2009, represent Ecolab’s
expectations or beliefs concerning various future events, and are based
on current expectations that involve a number of risks and uncertainties
that could cause actual results to differ materially from those of such
Forward-Looking Statements. We caution that undue reliance should not be
placed on Forward-Looking Statements, which speak only as of the date
made.
Risks and uncertainties that may affect operating results and business
performance are set forth under Item 1A of our most recent Form 10-K and
Item 1A of Part II of our subsequent reports on Form 10-Q and include
the vitality of the markets we serve; the impact of economic factors,
such as the worldwide economy, interest rates and foreign currency
exposure; our ability to develop competitive advantages through
innovation; fluctuations in raw material costs; restraints on pricing
flexibility due to contractual obligations; pressure on operations from
consolidation of customers, vendors or competitors; the impact of
acquisitions, divestitures and investments to develop business systems
or to optimize our business structure; changes in regulations or
accounting standards; the costs and effects of complying with laws and
regulations relating to the environment and to the manufacture, storage,
distribution, sale and use of our products; the occurrence of litigation
or claims, acts of war, terrorism, severe weather or public health
epidemics; the loss or insolvency of a major customer, supplier or
distributor; our ability to attract and retain high caliber management
talent; and other uncertainties or risks reported from time to time in
our reports to the Securities and Exchange Commission.
Except as may be required under applicable law, we undertake no duty to
update our Forward-Looking Statements.
A shelf registration statement relating to these securities became
effective upon filing with the Securities and Exchange Commission. This
news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of any securities, in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The offering of
securities will be made only by means of a prospectus, copies of which
may be obtained by contacting the prospectus department of Credit Suisse
Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010, (1
800-221-1037).
(ECL-C)