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Microtek Medical(Nasdaq: MTMD) and Ecolab Inc. (NYSE: ECL) announced today that
the companies have entered into a definitive agreement and plan of merger
whereby Ecolab will acquire Microtek Medical. Under the terms of the
agreement, Microtek Medical's shareholders will receive $6.30 for each share
of common stock outstanding as of the closing date of the transaction.
Microtek Medical has approximately 43.5 million shares currently outstanding.
The Boards of Directors for both companies have unanimously approved the
transaction, which is expected to close during the fourth quarter of 2007.
Completion of the transaction is contingent upon various conditions, which are
more fully set forth in the merger agreement, including, among other things,
approval of the transaction by Microtek Medical's shareholders, regulatory
approval, and other customary closing conditions. Materials will be mailed to
Microtek Medical shareholders after required filings have been made with the
Securities and Exchange Commission.
"This transaction provides a great opportunity for expansion of our
business, offers excellent value for our shareholders and represents a
significant premium over the historical trading price of our shares,"
commented Dan R. Lee, Microtek Medical's Chairman, President and Chief
Executive Officer.
Mr. Lee continued, "We believe that Ecolab is a perfect strategic partner
for Microtek Medical. We share similar cultures that are uniquely focused on
promoting benefits to the healthcare provider and patient. Combining Ecolab's
scale and innovative resources with our years of world-class manufacturing,
strong OEM relationships, strategic business alliances and international
market reach also brings tremendous value to our employees and customers. The
dynamic combination of two great names in healthcare and infection control is
expected to yield worldwide sales and marketing synergies and to result in one
of the world's premier infection prevention companies. Our combined future
branding strategy will maximize Microtek Medical's proven healthcare brand and
expertise in barrier technology and Ecolab's world-recognized reputation for
excellence in cleaning and sanitizing products and services. We expect to
leverage these collective resources to deliver strong financial performance
for many years to come."
Mr. Lee concluded, "I am extremely proud of our accomplishments and
excited about the road ahead for Microtek Medical as part of the Ecolab
family. Ecolab and Microtek Medical share in the understanding that our
employees are the critical link to outstanding customer service, exceptional
products, and world-class manufacturing and distribution. The employees of
both organizations will drive our combined ability to improve the quality of
patient care worldwide and to eliminate the prevalence and potency of
hospital-acquired infections around the globe."
A.G. Edwards & Sons, Inc. acted as exclusive financial advisor to Microtek
Medical in connection with the transaction and provided an opinion to Microtek
Medical's Board of Directors that the merger consideration is fair to Microtek
Medical's shareholders from a financial point of view.
About Microtek Medical:
Microtek Medical is a leading manufacturer and supplier of innovative
product solutions for patient care, occupational safety and management of
infectious and hazardous waste for the healthcare industry. Headquartered near
Atlanta, Georgia, the Company offers an extensive line of infection control,
fluid control and safety products, such as disposable equipment and patient
drapes, which are marketed to healthcare professionals through multiple
channels, including direct sales, original equipment manufacturers ("OEM's")
and private label arrangements. Microtek Medical's goal is to provide
healthcare professionals with innovative product solutions that encompass a
high-level of patient care and prevention of cross infection in operating
rooms and ambulatory surgical centers worldwide. For further information,
visit www.microtekmed.com.
About Ecolab Inc:
With sales of $5 billion and more than 13,000 sales-and-service
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 the foodservice, food and
beverage processing, healthcare, and hospitality markets in more than 160
countries. More news and information is available at www.ecolab.com.
Important Information
Microtek Medical will file with the Securities and Exchange Commission a
current report on Form 8-K which will include the merger agreement. The proxy
statement that Microtek Medical plans to file with the Securities and Exchange
Commission and mail to its shareholders will contain information about
Microtek Medical, the proposed merger and related matters. SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL
CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING
A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement
from Microtek Medical by mail, shareholders will be able to obtain the proxy
statement, as well as other filings containing information about Microtek
Medical, without charge, from the Securities and Exchange Commission's website
(www.sec.gov) or, without charge, from Microtek Medical at
www.microtekmed.com. This announcement is neither a solicitation of a proxy,
an offer to purchase nor a solicitation of an offer to sell shares of Microtek
Medical.
Microtek and its directors and officers and other members of its
management and employees may be deemed to be participants in the solicitation
of proxies in respect to the proposed transaction. Information regarding
Microtek's directors and executive officers is detailed in its proxy
statements and annual reports on Form 10-K, previously filed with the SEC, and
the proxy statement relating to the proposed transaction, when it becomes
available.
Actual Results Could Differ From Forward-Looking Statements: This Press
Release contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements regarding the
completion and anticipated timing of the acquisition transaction and
statements regarding benefits of the transaction to our customers, employees
and other stakeholders. Such statements are subject to certain factors, risks
and uncertainties that may cause actual results, events and performance to
differ from those referred to in such statements. These risks include, without
limitation, the failure to satisfy the conditions to completion of the
acquisition transaction and the risk factors included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2006 filed with the
Securities and Exchange Commission. The Company does not undertake to update
its forward-looking statements to reflect future events or circumstances.
SOURCE Microtek Medical Holdings, Inc.


Contact Information:
Dan R. Lee, President & CEO, or Jerry Wilson, CFO, or John Mills, Investor Relat
ons, all of Microtek Medical Holdings, Inc., 1-800-476-5973, InvestorRelations@m
crotekmed.com

WebSite:
http://www.ecolab.com
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