Paul, Minn. Ecolab Inc. and Nalco Holding Company shareholders voted overwhelmingly to approve merging the two companies.
Combined 2011 annualised sales of both companies will total more than US$11 bill. Ecolab, with sales of US$6 bill. 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.
Once the merger is completed, Erik Fyrwald, chairman and CEO of Nalco, will be president of Ecolab, reporting to Douglas Baker Jr., Ecolab chairman and CEO. 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 finalised, 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% 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. 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.
The total transaction value, based on Ecolab's recent share price, will be approximately US$8.3 bill. 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 US$1 billion share repurchase following the closing of the transaction. The repurchase program is expected to be completed by year-end 2012.