Nalco Announces Agreement to Merge with Ecolab

Nalco Holding NLC announced today that the company has entered into a definitive merger agreement with Ecolab Inc. ECL. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, 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. The stock portion of the purchase price is expected to be tax-free to Nalco shareholders.