07.08.2007 20:55:00
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Ecolab Takes Major Step to Expand U.S. Healthcare Business
Ecolab Inc. announced it has agreed to purchase Microtek Medical
Holdings Inc. (Nasdaq:MTMD), an Alpharetta, Georgia-based manufacturer
and marketer of infection control products for healthcare and acute care
facilities. Microtek’s specialized product
lines include infection barrier equipment drapes, patient drapes, fluid
control products and operating room cleanup systems. Microtek’s
2006 sales were $142 million.
Ecolab has agreed to pay $6.30 per share in cash for Microtek’s
shares; Microtek had 43.5 million shares outstanding at June 30, 2007.
The agreement has been approved by the boards of directors of both
companies, and is subject to the approval of Microtek’s
shareholders and other customary closing conditions, including
regulatory approvals. Materials will be mailed to Microtek shareholders
after required filings have been made with the Securities and Exchange
Commission. Closing is expected to occur in the fourth quarter.
Douglas M. Baker, Jr., Ecolab’s Chairman,
President and Chief Executive Officer commented on the announcement,
saying, "This represents another strong step
to significantly expand Ecolab’s growing
presence in healthcare cleaning and infection prevention. As the global
leader in premium cleaning and sanitation, we have a long-standing
record of bringing new, innovative and effective solutions to the
foodservice, lodging, food and beverage processing and healthcare
industries, helping them to deliver cleaner, safer and healthier
products, experiences and outcomes. We are continuing to build on our
capabilities, particularly in the healthcare market, as we focus on
improving cleaning and sanitizing solutions for patients and staff, and
simultaneously reduce healthcare associated infections (HAIs).
"Microtek will combine with our existing hand
hygiene, medical instrument, and surface and environmental cleaning and
disinfection offerings to comprise a critical part of our strategy to
offer broad and complete product solutions for the healthcare market,
and especially HAIs,” Baker continued. "Further,
Microtek’s strong team and excellent customer
relationships will provide us new avenues to pursue future growth with
our existing products.
"We expect dilution from the transaction to
be approximately $0.01 per share in the fourth quarter 2007, but we
believe our current business momentum will enable us to offset that; as
a result, we continue to look for 2007 earnings per share to be in the
$1.64 to $1.66 range. We expect dilution from Microtek to represent
approximately $0.02 per share in 2008, and show accretion building
thereafter.
Baker concluded by saying, "We see exciting
potential for the combined operations of our companies and for the
improved solutions we will bring to our customers and patients, as well
as additional opportunities for both companies’
employees. We look forward to completing the transaction and joining our
two great companies together in developing new and complete solutions
for critical healthcare needs.”
With sales of $5 billion and more than 13,000 sales-and-service
associates, Ecolab Inc. (NYSE:ECL) is the global leader in cleaning,
sanitizing, food safety and infection prevention products and services.
Ecolab delivers comprehensive programs and services to foodservice, food
and beverage processing, healthcare, and hospitality markets in more
than 160 countries. More news and information is available at www.ecolab.com.
Additional Information about the Transaction
Microtek Medical Holdings, Inc. will file with the Securities and
Exchange Commission and mail to its stockholders a proxy statement that
will contain important information about Microtek, the proposed merger
and related matters. Stockholders are urged to read the proxy statement
regarding the proposed merger when it becomes available because it will
contain important information that Microtek stockholders should consider
before making a decision about the merger. You may obtain a free copy of
the proxy statement (when available) and other related documents filed
by Ecolab and Microtek with the SEC at the SEC’s
website at www.sec.gov. The proxy
statement (when it is available) and the other documents may also be
obtained for free by accessing Microtek’s
website at www.microtekmed.com
by clicking on the "Investors”
link and then clicking on the "Financials”
heading and the "SEC Filings”
heading, by writing to Microtek at 13000 Deerfield Parkway, Suite 300,
Alpharetta, Georgia 30004, Attention: Corporate Secretary, or by
emailing Microtek via the Company's website at www.microtekmed.com
by clicking on the "Investors" link and then clicking on "Contact
Investor Relations.”
Ecolab Inc., Microtek and their respective directors, executive officers
and certain other members of management and employees may be soliciting
proxies from Microtek stockholders in favor of the merger. Information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Microtek stockholders in
connection with the proposed merger will be set forth in the proxy
statement when it is filed with the SEC. You can find information about
Ecolab’s executive officers and directors in
its definitive proxy statement filed with the SEC on March 28, 2007. You
can find information about Microtek’s
executive officers and directors in its definitive proxy statement filed
with the SEC on April 19, 2007. You can obtain free copies of these
documents from Ecolab and Microtek using the contact information above.
This news release contains various "Forward-Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
These include statements concerning 2007 transaction expenses and
one-time costs; our 2007 fourth quarter and full year financial and
business prospects; and the transaction's potential impact on our
earnings per share in 2008 and in future years. These statements, which
represent Ecolab's expectations or beliefs concerning various future
events, are based on current expectations that involve a number of risks
and uncertainties that could cause actual results to differ materially
from those of such Forward-Looking Statements. We caution that undue
reliance should not be placed on Forward-Looking Statements, which speak
only as of the date made.
Risks and uncertainties that may affect operating results and business
performance are set forth under Item 1A of our most recent Form 10-K and
include the vitality of the foodservice, hospitality, travel, health
care and food processing industries; our ability to develop competitive
advantages through technological innovations; restraints on pricing
flexibility due to contractual obligations; pressure on operations from
consolidation of customers or vendors; changes in oil or raw material
prices or unavailability of adequate and reasonably priced raw materials
or substitutes therefore; the effect of future acquisitions or
divestitures or other corporate transactions; the costs and effects of
complying with: (i) laws and regulations relating to the environment and
to the manufacture, storage, distribution, sale and use of our products,
(ii) changes in tax, fiscal, governmental and other regulatory policies
and (iii) changes in accounting standards, including the impact of FIN
48, which could increase the volatility of our quarterly tax rate;
economic factors such as the worldwide economy, interest rates and
currency movements including, in particular, our exposure to foreign
currency risk; the occurrence of (a) litigation or claims, (b) the loss
or insolvency of a major customer or distributor, (c) war (including
acts of terrorism or hostilities which impact our markets), (d) natural
or manmade disasters, or (e) severe weather conditions or public health
epidemics affecting the foodservice, hospitality and travel industries;
our ability to attract and retain high caliber management talent; and
other uncertainties or risks reported from time to time in our reports
to the Securities and Exchange Commission.
Except as may be required under applicable law, we undertake no duty to
update our Forward-Looking Statements.
(ECL-A)
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