ST. PAUL, MN - Ecolab Inc. has agreed to acquire Nalco in a transaction valued at approximately $8 billion, including assumed Nalco net debt.
Based in Naperville, IL, with operations in more than 150 countries, Nalco is a leading water-treatment and process-improvement company, offering water management sustainability services focused on industrial, energy and institutional market segments. Nalco sales were $4 billion in 2010.
With sales of $6 billion and more than 26,000 associates, Ecolab Inc. is a 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.
Under the terms of the transaction, Nalco shareholders will have the option to receive either 0.7005 shares of Ecolab common stock or $38.80 per Nalco share in cash, without interest, subject to proration such that the overall consideration paid to Nalco shareholders will be approximately 70 percent in Ecolab shares and 30 percent in cash. The stock component of the consideration will represent a tax-free exchange. In aggregate, Ecolab will issue approximately 68.9 million shares of Ecolab stock and pay approximately $1.6 billion in cash to Nalco shareholders. This represents a fully diluted offer value for Nalco's equity of $5.4 billion and, inclusive of $2.7 billion in Nalco net debt, a total transaction value of $8.1 billion.
The transaction is expected to close in the fourth quarter, subject to customary closing conditions, regulatory clearance, as well as approval of both Ecolab and Nalco shareholders.