Ecolab Inc. expects the closing of the previously announced acquisition of Champion Technologies will be delayed beyond March 31 but is expected to occur before April 15. We continue to have productive discussions with the Antitrust Division of the U.S. Department of Justice (DOJ) regarding our filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the Champion transaction. Discussions with the DOJ have progressed, and we believe the likely resolution will not meaningfully impact the strategic value and economics that originally compelled us to make this acquisition.
While we are confident that we will successfully conclude the transaction, it remains possible that the transaction will not be completed on the timing discussed or at all.
A trusted partner at more than one million customer locations, Ecolab (ECL) is the global leader in water, hygiene and energy technologies and services that protect people and vital resources. With 2012 sales of $12 billion and 41,000 associates, Ecolab delivers comprehensive solutions and on-site service to promote safe food, maintain clean environments, optimize water and energy use and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. For more Ecolab news and information, visit www.ecolab.com.
Cautionary Statements Regarding Forward-Looking Information
This communication contains statements relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast” (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions or events generally identify forward-looking statements. These forward-looking statements include, but are not limited to, resolution of issues raised by the Department of Justice and the expected completion of the Champion acquisition. These statements are based on the current expectations of management of the company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in these communications. These risks and uncertainties include (i) the risk that the regulatory approvals or clearances required for the Champion acquisition, including under the HSR Act, may not be obtained, or that required regulatory approvals may delay the Champion acquisition or result in the imposition of conditions that could have a material adverse effect on the company or cause the company to abandon the Champion acquisition, (ii) the risk that the conditions to the closing of the Champion acquisition may not be satisfied, (iii) the risk that a material adverse change, event or occurrence may affect the company or acquired companies prior to the closing of the Champion acquisition and may delay the Champion acquisition or cause the company to abandon the Champion acquisition.
Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the company, Champion and the combined business. For a further discussion of these and other risks and uncertainties applicable to the company, see the company’s Annual Report on Form 10-K for the year ended December 31, 2012 and the company’s subsequent reports filed with the SEC. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. The company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events, changes in expectations or otherwise, except as required by law.