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Ecolab Reaches Consent Agreement with U.S. Department of Justice on Champion Acquisition

  Ecolab Reaches Consent Agreement with U.S. Department of Justice on Champion
  Acquisition

    Ecolab expects to close on Champion purchase in the next several days

Acquisition will strengthen Ecolab’s position in fast-growing energy services
                                    market

Business Wire

ST. PAUL, Minn. -- April 8, 2013

Ecolab Inc. announced today that it has entered into a consent agreement with
the U.S. Department of Justice (DOJ), which has been filed in the US District
Court for the District of Columbia. As a result, Ecolab expects to complete
the Champion acquisition within the next several days.

The consent agreement with the DOJ requires Ecolab to take certain steps
designed to ensure continued independent competition utilizing Champion
technology for deepwater Gulf of Mexico energy services. The steps include
divesting, to a suitable third party, Champion patented technology related to
a single product used in the Deepwater Gulf of Mexico, licensing certain other
Champion deepwater chemistry to the third party for use in the Deepwater Gulf
of Mexico, providing an option to the third party to purchase a Champion
chemical blending facility, manufacturing relevant products for the third
party for a limited period and enabling the third party to recruit certain
Champion employees needed to support the business. Importantly, the consent
agreement impacts only about 3% of Champion’s business. Also, going forward
Ecolab will continue to be able to serve customers in the Deepwater Gulf of
Mexico region utilizing the Nalco team and technology.

Douglas M. Baker, Jr., Ecolab's Chairman and Chief Executive Officer commented
on the announcement, saying, "We are pleased to have reached an agreement with
the DOJ on this matter. We also remain very excited about the potential of
this transaction. The reasons we were attracted to Champion in the first place
remain solidly in place. Champion strengthens our position in the fast-growing
oil and gas services industry. It bolsters our ability to better serve
customers by bringing important and complementary geographic and technology
strengths to our Global Energy business – particularly in the upstream
production area – and enables us to more fully capitalize on the significant
developing oil and gas market opportunities. In addition, we expect that it
will provide attractive earnings accretion, adding approximately $0.07 to 2013
earnings per share and rising to $0.50 by 2016.

“This transaction is an important strategic investment in a key growth area.
We look forward to welcoming Champion’s outstanding people to our company. We
remain committed to also improving our core strengths in food safety,
healthcare, water and energy as we further build our business to deliver
continued strong shareholder returns.”

Champion Technologies is a Houston, Texas-based global energy specialty
products and services company with approximately 3,200 employees in more than
30 countries delivering product and service-based offerings to the oil and gas
industry. 2012 sales of the acquired business were approximately $1.3 billion.
The total transaction value, including assumed debt, is approximately $2.3
billion.

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
ensure 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 certain 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, the expected closing of the
Champion acquisition and statements regarding earnings accretion from 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 this communication. These risks and uncertainties
include (i)the risk that the regulatory approvals or clearances required for
the Champion acquisition 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; (iv) problems that may arise in successfully
integrating the businesses of the company and Champion, which may result in
the combined business not operating as effectively and efficiently as
expected, (v) the possibility that the acquisition may involve unexpected
costs, unexpected liabilities or unexpected delays, (vi) the risk that the
businesses of the company or Champion may suffer as a result of uncertainty
surrounding the acquisition and (vii) the risk that disruptions from the
transaction will harm relationships with customers, employees and suppliers.
In particular, the ultimate results of any Champion integration and business
improvement actions, including cost synergies, depend on a number of factors,
including the development of final plans, the impact of local regulatory
requirements regarding employee terminations, the time necessary to develop
and implement the integration and other business improvement initiatives and
the level of success achieved through such actions in improving
competitiveness, efficiency and effectiveness.

Additional risks and uncertainties that may affect operating results and
business performance are set forth under Item 1A of our most recent Form 10-K
for the year ended December 31, 2012 and the company's other public filings
with the Securities and Exchange Commission (the "SEC") and include the
vitality of the markets we serve; the impact of economic factors such as the
worldwide economy, capital flows, interest rates and foreign currency risk;
our ability to integrate the Nalco merger and the Champion acquisition and to
realize the anticipated benefits of these transactions; our ability to attract
and retain high caliber management talent to lead our business; our ability to
execute key business initiatives; potential information technology
infrastructure failures; exposure to global economic, political and legal
risks related to our international operations; the costs and effects of
complying with laws and regulations relating to the environment and to the
manufacture, storage, distribution, sale and use of our products; the
occurrence of litigation or claims, including related to the Deepwater Horizon
oil spill; our ability to develop competitive advantages through innovation;
difficulty in procuring raw materials or fluctuations in raw material costs;
our substantial indebtedness; our ability to acquire complementary businesses
and to effectively integrate such businesses; restraints on pricing
flexibility due to contractual obligations; pressure on operations from
consolidation of customers, vendors or competitors; public health epidemics;
potential losses arising from the impairment of goodwill or other assets;
potential loss of deferred tax assets; potential class action lawsuits; the
loss or insolvency of a major customer or distributor; acts of war or
terrorism; natural or man-made disasters; water shortages; severe weather
conditions; and other uncertainties or risks reported from time to time in our
reports to the SEC. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this communication may not
occur. We caution that undue reliance should not be placed on Forward-Looking
Statements, which speak only as of the date made. Ecolab does not undertake,
and expressly disclaims, any duty to update any forward-looking statement
whether as a result of new information, future events or changes in
expectations, except as required by law.

(ECL-A)

Contact:

Ecolab Inc.
Michael J. Monahan, 651-293-2809
or
Lisa L. Curran, 651-293-2185
 
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