Ecolab (ECL) to Acquire Nalco (NLC) for $38.80/Share Cash; Nalco Issues Guidance
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Price: $38.80 --0%
Financial Fact:
Amortization of intangible assets: 9.9M
Today's EPS Names:
BTTX, VAXX, ELYS, More
Financial Fact:
Amortization of intangible assets: 9.9M
Today's EPS Names:
BTTX, VAXX, ELYS, More
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Nalco Holding Company (NYSE: NLC) has entered into a definitive merger agreement with Ecolab Inc. (NYSE: 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.
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.
Outlook: Nalco also reported preliminary second quarter results with record sales of $1.2 billion, a 16% increase versus prior year, excluding the one-time sales of $70 million from the Gulf of Mexico response efforts in the year ago period. Including the one-time event, sales increased 8%. Estimated Adjusted EBITDA of $175 million grew 13% excluding $44 million of Adjusted EBITDA in the year-ago period associated with the previously mentioned one-time sales. Estimated Adjusted EBITDA margin increased 100 basis points compared with the first quarter of 2011.
Estimated Adjusted EPS was 47 cents per share, compared to 41 cents in second quarter 2010, reflecting solid operating earnings, reduced interest expense and a significantly lower tax rate in the quarter due to discrete items explained more fully in our investor supplement, which isfurnished on Form 8-K today and is available on the company's website at www.nalco.com. Using our full-year Adjusted Effective Tax Rate, second quarter Estimated Adjusted EPS grew 90% to 40 cents versus prior year, excluding the 20 cents of Adjusted EPS associated with the previously mentioned one-time sales.
The company raised full-year 2011 Adjusted EBITDA guidance from $735 million to $740 million, excluding merger-related expenses. Nalco also raised its full-year 2011 guidance from Adjusted EPS of $1.65 per share to $1.70, excluding merger-related expenses.
The merger agreement is subject to customary regulatory and shareholder approvals and is expected to close in the fourth quarter of 2011.
Goldman, Sachs & Co. acted as exclusive financial advisor to Nalco in connection with the transaction and Cravath, Swaine& Moore LLP acted as legal counsel.
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.
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.
Outlook: Nalco also reported preliminary second quarter results with record sales of $1.2 billion, a 16% increase versus prior year, excluding the one-time sales of $70 million from the Gulf of Mexico response efforts in the year ago period. Including the one-time event, sales increased 8%. Estimated Adjusted EBITDA of $175 million grew 13% excluding $44 million of Adjusted EBITDA in the year-ago period associated with the previously mentioned one-time sales. Estimated Adjusted EBITDA margin increased 100 basis points compared with the first quarter of 2011.
Estimated Adjusted EPS was 47 cents per share, compared to 41 cents in second quarter 2010, reflecting solid operating earnings, reduced interest expense and a significantly lower tax rate in the quarter due to discrete items explained more fully in our investor supplement, which isfurnished on Form 8-K today and is available on the company's website at www.nalco.com. Using our full-year Adjusted Effective Tax Rate, second quarter Estimated Adjusted EPS grew 90% to 40 cents versus prior year, excluding the 20 cents of Adjusted EPS associated with the previously mentioned one-time sales.
The company raised full-year 2011 Adjusted EBITDA guidance from $735 million to $740 million, excluding merger-related expenses. Nalco also raised its full-year 2011 guidance from Adjusted EPS of $1.65 per share to $1.70, excluding merger-related expenses.
The merger agreement is subject to customary regulatory and shareholder approvals and is expected to close in the fourth quarter of 2011.
Goldman, Sachs & Co. acted as exclusive financial advisor to Nalco in connection with the transaction and Cravath, Swaine& Moore LLP acted as legal counsel.
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