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`BUSINESS
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`Ecolab completes Nalco deal - SiarTribune.com
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`Ecolab completes Nalco deal
`
`The $8.3 billion deal to acquire the water services giant is the biggest
`in the St. Paul company's history.
`
`BySUSAN FEYDER StarTribune
`
`APRIL 15. 2013 — 11:20AM
`
`ecolab.html took a significant
`entiti
`to i
`: www.sta.rtrib1me.co
`Ecolab Inc.
`step Wednesday toward becoming a large player in the water management market as it
`closed the biggest acquisition in its 88-year history.
`
`An $8.3 billion deal for water services giant Nalco Holding Co. was approved by
`shareholders ofboth companies and subsequently received regulatory clearance.
`
`The combination will create a company with more than $11 billion in sales and more
`than 39,000 employees in 160 countries.
`
`and pest elimination products, already has water-
`Ecolab, known for its
`related businesses that accounted for about $150 million of its $6.1 billion in sales last
`year. But in a recent interview, Ecolab CEO Douglas Baker said the addition of Nalco
`will increase Ecolab's market opportunities from about $57 billion to more than $100
`billion.
`
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`GLEN STUBBE. STAR TRIBUNE
`
`About 40 percent of Ecolab's 2011 sales will come from Nalco operations. Nalco‘s
`customers are industrial companies, paper manufacturers and energy services firms.
`Until now, Ecolab has focused on food and beverage companies, restaurants, hotels,
`laundries and hospitals.
`
`While there's little overlap, they have much in common. "Cleaning is basically water
`treatment," said Baker, adding that the biggest misconception has been that the
`businesses are
`
`"We're not getting into the airline industry," he said. "What we're bringing on here are
`businses that we lcnow how to run."
`
`Ecolab CEO Doug Baker showed off a company
`research lab in Eagan.
`
`He said Ecolab entered and expanded its own water-related business in the last decade
`because most of its cleaning products won't work without water, and customers
`increasingly asked for products and services that address water scarcity.
`
`Baker said the companies can learn from each other. Ecolab plans to adopt Nalco's
`program for training customers on how to use its systems safely.
`
`"We're good at it, but they're much better," Baker said. Nalco's sal teams will model
`their programs for managing large customers afier Ecolab's. Naloo's senior management
`will move to St. Paul and Nalco CEO Erik Fyrwald will become the president of Ecolab.
`
`Ecolab stock fell 7 percent the day the deal was announced, but Wall Street has gradually
`warmed to the idea of the merger. The shares have recouped that decline, recently
`trading at around $55 a share.
`
`Based on Wednesday's closing price of $57.02 for Ecolab stock, the cash-and-stock deal
`works out to a price of $39.60 for each Nalco share. Nalco closed at $28.87 a share the
`day before the deal was announced in July and has moved up steadily since then. It
`closed Wednesday at $38.75 a share.
`
`The $8.3 billion pricetag includes assumption of $2.7 billion in Nalco debt, which
`analysts say could increase Ecolab's debt level from about 35 percent oftotal
`capitalization to almost 50 percent. Ecolab has said it will consider refinancing the debt,
`depending on credit market conditions.
`
`hl:lp:Ilwww.star1ribune.comleco|ab-completes-nalco-dea|I134757758]
`
`Solenis v. Ecolab USA, IPR2016-01281, Exhibit 2012
`Solenis v. Ecolab USA, |PR2016-01281, Exhibit 2012
`1f2
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`9/16/2016
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`Eoold: completes Naloo deal - Sta'Tribune.oom
`
`Ifi'Windau, a.n analyst at Edward Jones in St. Louis, said he has concerns about Ecolab
`taking on added debt. "I've always liked the market opportunity," he said of the move by
`Ecolab to azpand in water-related markets. "The things that concern me are more the
`risks of added debt, integrating a big acquisition in this economic environment in the
`U.S. and the current debt crisis in Europe."
`
`Ecolab expects the combination to result in annual savings of $35 million next year and
`$150 million by 2014 as back offios and distribution operations are merged and
`duplicafions eliminated. It has said that no sales, service, research or product
`development posts will be cut; in fact, some ofthose staifs might be expanded.
`
`Besides boosting its water business, Baker said the acquisition will help Ecolab meet
`other long-tam growth goals such as increasting its presence in emerging markets. Nalco
`hasalarsEI'Drese11ceinAsia, andanalysts estimatedthat the dealwiJlboostEoo1ah's
`business in Asia fiorn about 15 percent to about 20 percent oftotal revenue.
`
`Susan Feyder 0 612-673-1723
`
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`hflp:IIwww.star|ribuna.oomIaoo|ab-complates-naloo-dea|I134?W758I
`
`Solenis v. Ecolab USA, IPR2016-01281, Exhibit 2012
`Solenis v. Ecolab USA, |PR2016-01281, Exhibit 2012
`212