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Ecolab Inc. announced today it has priced an underwritten public offering of $500 million of 1.450% senior notes due 2017. The offering is expected to close on December 13, 2012, subject to customary closing conditions.
Ecolab intends to use the net proceeds from the offering to finance a portion of the cash consideration to be paid in connection with its previously announced acquisition (the "Champion Merger") of Permian Mud Service, Inc., the parent company of Champion Technologies and Corsicana Technologies (collectively, "Champion"). If the Champion Merger is not consummated, Ecolab may use all or a portion of the net proceeds for general corporate purposes or, under certain circumstances, together with any additional funds, as necessary, to fund the special optional redemption of the notes. Ecolab and Champion are targeting and working toward closing the Champion Merger by the end of the year; however, the Champion Merger is subject to customary closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’). Ecolab and Champion are in active and ongoing discussions with the Antitrust Division of the U.S. Department of Justice regarding its review of our HSR filing relating to the Champion Merger. While Ecolab believes that it can resolve any issues in discussions with the Department of Justice, it can provide no assurance that the Champion Merger will be completed in the targeted time frame, or at all.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. are acting as joint book-running managers for the offering. The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"), and only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained on the SEC's website at
www.sec.gov or by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or RBS Securities Inc. at (866) 884-2071.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.