Nalco Company

[chmcnfunds]

Nalco Holding Company Announces Agreement To Merge With Ecolab, Inc.

6:30am EDT

Nalco Holding Company announced that the Company has entered into a definitive merger agreement with Ecolab Inc. (Ecolab), a company in cleaning, sanitizing, food safety and infection prevention products and services. Under the terms of the agreement, Nalco's shareholders may elect to receive either 0.7005 share of Ecolab common stock per share of Nalco common stock or $38.80 in cash, without interest, per share of Nalco common stock. The overall mix of consideration paid to Nalco shareholders will be approximately 30% cash and 70% stock. In order to achieve this mix of consideration, the agreement provides for adjustments to and reallocation of cash and stock elections made by Nalco shareholders, as well as the allocation of Nalco shares owned by shareholders who fail to make an election, to achieve the overall 30%/70% cash/stock consideration mix. Based on the closing price of Ecolab common stock on July 19, 2011, the aggregate consideration paid on a fully-diluted basis is $38.80 per Nalco share, or $5.4 billion. The consideration represents a 34% premium to Nalco's closing stock price on July 19, 2011. In the aggregate, Ecolab will issue approximately 68.9 million shares of Ecolab stock and pay approximately $1.6 billion in cash. Ecolab will also assume Nalco outstanding debt of approximately $2.7 billion, resulting in a total transaction value of $8.1 billion. The merger agreement is expected to close in the fourth quarter of 2011.
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http://www.reuters.com/finance/stocks/NLC/key-developments/article/2367186

Looking very good!!!!

NLC