ECOLAB INC. Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Sellers and Ecolab have made customary representations, warranties and covenants in the Purchase Agreement, including, among other things, covenants for the Founder Sellers and Purolite to (i) conduct the operations of Purolite and the Acquired Companies in the ordinary course consistent with past practice and (ii) not take certain actions prior to the closing of the Transaction without the prior consent of Ecolab. The Purchase Agreement also contains indemnification rights of the Sellers and Ecolab, including with respect to their respective retained and assumed liabilities and breaches of post-closing covenants.
The Purchase Agreement contains customary closing conditions, including receipt
of required regulatory approvals, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and receipt of antitrust approval in
The Purchase Agreement provides for certain mutual termination rights of Ecolab
and Seller Representative, including the right of either party to terminate the
Purchase Agreement: (i) if the Transaction is not consummated prior to
The above description has been included to provide investors with information regarding the terms of the Purchase Agreement. It is not intended to provide any other factual information about Ecolab, Purolite or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the contract. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing reasons, such representations and warranties should not be relied upon as statements of factual information.
The foregoing summary of certain terms of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
complete text of the Purchase Agreement, a copy of which will be filed as an
exhibit to Ecolab's Annual Report on Form 10-K for the year ending
2
Item 8.01 Other Events.
Press Release
On
Cautionary Note on Forward-Looking Statements
This report contains certain statements relating to future events and Ecolab's 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, statements regarding benefits of the Transaction, the expected timing of completion of the Transaction, tax benefits, amortization expense, returns, sales growth, adjusted earnings per share and credit ratings. These statements are based on the current expectations of management of Ecolab. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report. These risks and uncertainties include (i) the risk that the regulatory approvals or clearances required for the Transaction may not be obtained, or that required regulatory approvals may delay the Transaction or result in the imposition of conditions that could have a material adverse effect on Ecolab or cause Ecolab to abandon the Transaction, (ii) the risk that the conditions to the closing of the Transaction may not be satisfied, (iii) the risk that a material adverse change, event or occurrence may affect Ecolab or Purolite prior to the closing of the Transaction and may delay the Transaction or cause Ecolab to abandon the Transaction, (iv) problems that may arise in successfully integrating the businesses of Ecolab and Purolite, which may result in the combined business not operating as effectively and efficiently as expected, (v) the possibility that the Transaction may involve unexpected costs, unexpected liabilities or unexpected delays, (vi) the risk that the credit ratings of Ecolab may be different from what Ecolab currently expects, (vii) the risk that the businesses of Ecolab or Purolite may suffer as a result of uncertainty surrounding the Transaction, (viii) unexpected operating risks of Purolite and (ix) the risk that disruptions from the Transaction will harm relationships with customers, employees and suppliers.
Other unknown or unpredictable factors could also have material adverse effects
on future results, performance or achievements of Ecolab, Purolite and the
combined business. For a further discussion of these and other risks and
uncertainties applicable to Ecolab, see Item 1A of Ecolab's most recent Form
10-K, and Ecolab's other public filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description Method Of Filing
(99.1) Ecolab Inc. News Release dated Filed herewith electronically.
October 28, 2021.
(104) Cover Page Interactive Data File. Embedded within the Inline XBRL
document.
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