Zep Inc. to Acquire Vehicle Care Division of Ecolab

  Zep Inc. to Acquire Vehicle Care Division of Ecolab

                    Company to Hold Conference Call Today

  *Combination Creates an Industry Leading Vehicle Care Platform
  *Creates Compelling Shareholder Value – Accretive Transaction in Fiscal
    2013
  *Establishes New Platform to Capitalize on Attractive $1 Billion Market

Business Wire

ATLANTA -- October 17, 2012

Zep Inc. (NYSE:ZEP), a leading producer and marketer of a wide range of
cleaning and maintenance solutions, today announced that it has entered into a
definitive agreement to purchase all of the assets of Ecolab Vehicle Care, a
division of Ecolab Inc. (NYSE: ECL), for approximately $120 million. Sales and
adjusted EBITDA for Ecolab’s vehicle care division for the trailing 12 months
ending June 30, 2012 were approximately $66 million and $13 million,
respectively. Pending regulatory approvals, the purchase is expected to close
later this calendar year.

Once approved, the combination of Ecolab’s Vehicle Care division, Zep’s
existing North American Sales and Service vehicle wash operations, Niagara and
Washtronics will create a new platform, “Zep Vehicle Care,” representing
approximately 13% of the Company’s net sales. Zep Vehicle Care – to be based
in Minnesota – will be a leading provider of vehicle care products, including
soaps, polishes, sealants, wheel and tire treatments and air fresheners to
professional car washes, convenience stores, auto detailers, and commercial
fleet wash customers. Zep Vehicle Care will access customers through the
direct and distribution channels, and will provide car, truck and fleet wash
operators high efficacy products for their wash tunnels and facilities as well
as retail operations.

Zep Inc. will finance the acquisition using existing debt capacity. The
Company will incur acquisition-related costs associated with advisory, legal
and other due diligence-related services during its first and second quarters
of fiscal 2013.In addition, the Company is subject to a transition services
agreement during a period up to 12 months under which Ecolab will continue to
provide certain services to the Company. Despite these first year acquisition
and transition-related costs, the Company anticipates this transaction will be
modestly accretive to earnings in fiscal 2013. Once integration activities are
complete, the Company anticipates realizing additional synergies ranging
between $1.5 million and $2 million annually.

“This transaction creates a dynamic and compelling sales and marketing
platform for the $1 billion U.S. vehicle care marketplace,” said John K.
Morgan, Chairman, President and Chief Executive Officer of Zep Inc. “The
greater scale and diverse offerings of the new Zep Vehicle Care will enable us
to capitalize on growth opportunities and further enhance shareholder value.
By combining outstanding vehicle care brands, products and professionals, the
formation of Zep Vehicle Care represents another example of our
diversification strategy and our disciplined focus within those key markets
where we bring unique value and expertise to our customers.”

The products and services offered by Zep Vehicle Care will combine leading
brands such as Zep^® Enviroedge^™, Niagara National^™, Washtronics and Armor
All Professional^™ with Blue Coral^®, Rain-X^® and Black Magic^® -- all
delivered through the superior, personalized service and support of a
world-class team. The new entity will be led by Steve Nichols, the current
General Manager of Ecolab Vehicle Care, who will assume the position of
President, Zep Vehicle Care, upon closing of the transaction.

“I am very excited about the value this combination of industry leaders brings
to all concerned, especially our customers, who will continue to receive the
same high level of sales and service they enjoy today,” said Nichols. “As
Ecolab evaluated potential buyers for our business, a key consideration was
whether the new combination would provide greater access to the tools and
resources our customers need to continue to grow their businesses and to be
more profitable,” Nichols continued. “We have definitely found this in Zep.”

“Ecolab’s vehicle care products and sales expertise are highly complementary
to the products and expertise currently delivered through Zep’s existing
operations,” said Tom Moffett, President of Zep North American Sales and
Service. “By joining forces, vehicle care associates from both organizations
will enjoy the benefits of a large, well-resourced organization focused on the
vehicle care customer. Following the acquisition, our sales and service
organization will be able to focus on other important, high-growth markets,”
Moffett continued.

Ron Kirschner, General Manager, Niagara National, added, “I look forward to
working with Steve and his team to further accelerate the growth we are
experiencing in our Niagara truck and fleet wash business.”

The Company will hold a webcast and conference call to discuss the details of
the transaction at 11:00 a.m. ET on Wednesday, October 17, 2012. The call and
accompanying presentation will be webcast and may be accessed through the
Company’s website at www.zepinc.com or by dialing in at 253-237-1190,
conference ID: 46127971. A replay of the call will be posted to the website
within two hours of completion of the conference call.

About Zep Inc.

Zep Inc., with fiscal year 2012 net sales of $654 million, is a leading
producer and marketer of a wide range of cleaning and maintenance solutions
for commercial, industrial, institutional, and consumer end-markets. Zep
Inc.'s product portfolio includes anti-bacterial and industrial hand care
products, cleaners, degreasers, deodorizers, disinfectants, floor finishes,
sanitizers, and pest and weed control products, as well as high performance
products and professional grade chemical products for the automotive, fleet
maintenance, industrial/MRO supply, institutional supply and motorcycle
markets. We market these products and services under well recognized and
established brand names, such as Zep^®, Zep Commercial^®, Zep Professional^™,
Enforcer^®, National Chemical^®, Selig^™, Misty^®, Next Dimension^™, Petro^®,
i-Chem^®, TimeMist^®, TimeWick, MicrobeMax^™, Country Vet^®, Konk^™, Niagara
National^™, Washtronics, Washtronics of America, Forward Chemicals, Rexodan^®,
and a number of private labeled brands. Founded in 1937, some of Zep's brands
have been in existence since 1896. Zep Inc. is headquartered in Atlanta,
Georgia. Visit our website at www.zepinc.com.

About Ecolab Vehicle Care

Ecolab’s Vehicle Care Division is a leading provider of the vehicle care
industry’s most recognizable branded commercial cleaners, protectants and
related products and accessories to the car wash, convenience store, auto
dealership and fleet-wash markets in North America. Its 300 products meet
customer needs across all segments of the industry. The Division is
headquartered in St. Paul, Minnesota.

Contact:

Investor Contact:
Zep Inc.
Tony Mezza, 404-603-7762
antonio.mezza@zep.com
or
Media Contact:
Fleishman-Hillard
Michael Ares, 404-739-0133
michael.ares@fleishman.com
 
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