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

9 Apr 2013 --- Ecolab Inc. 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.

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