Henkel AG & Co. KGaA

Henkel strengthens cooperation with Ecolab Inc.
Henkel renews shareholder agreement

Düsseldorf, Germany (ots-PRNewswire) - Henkel KGaA, Düsseldorf announced today that it will combine its 50 percent stake in the Henkel-Ecolab joint venture with Ecolab Inc. The transaction is scheduled to close January 2, 2002. Ulrich Lehner, Henkel's Chief Executive Officer, stated: "The requirement to better serve the global customer base is why we desire with Ecolab to combine Henkel-Ecolab with Ecolab in one worldwide operating business. The agreement provides the unique opportunity to create a truly global business which was not possible under the previous joint venture arrangement. This will enhance the ability to more rapidly and effectively grow products and services on a worldwide scale. Working in this global environment will also open up greater opportunities for the employees of Henkel-Ecolab. Henkel will thus participate in the long-term growth of Ecolab Inc." As part of the transaction, the stockholder agreement between Ecolab and Henkel will be amended and extended. Henkel is permitted to increase its ownership in Ecolab Inc. to 35 percent. This may result in one additional seat for Henkel. In addition Henkel can make an offer to Ecolab's board of directors at a point in the future after certain stockholder agreement restrictions expire. Under the agreement, the valuation of Henkel's 50% share in the joint venture will be based on a multiplier of approximately 11 times of Henkel's 50% share in the joint venture's average operating income before interest and taxes for the years 2000 and 2001. Based on current estimates, the consideration will range between Euro 520 million and Euro 560 million. The transaction will be effected in either cash or Ecolab stock, at Henkel's option. If Henkel chooses to receive Ecolab stock, the shares will be valued at $41.06 per share, but the actual number of shares Henkel receives will not exceed approximately 13.2 million shares or be less than approximately 9.3 million shares. Henkel currently owns 25.4 percent of Ecolab's outstanding shares. The transaction is subject to regulatory approvals in various jurisdictions. Henkel also announced the following organizational changes with respect to the joint venture: Bruno Deschamps, Chief Executive Officer of Henkel-Ecolab, has been named Ecolab's President and Chief Operating Officer. John Spooner has been appointed Chief Executive Officer of Henkel-Ecolab by Henkel-Ecolab's board of directors, replacing Bruno Deschamps. Spooner joined Ecolab Inc. in 1994 and was last responsible for Ecolab's wholly owned international operations. Ulrich Lehner addressed these changes: "Under Bruno Deschamps' leadership the Henkel-Ecolab business has been expanded throughout Europe. Motivation and morale of the joint venture's employees have reached all time highs. We have selected John Spooner because we expect him to continue on this path based on his record with Ecolab Inc. We wish Bruno Deschamps a successful career in Ecolab Inc." Henkel and Ecolab have successfully cooperated in the Industrial and Institutional Hygiene business since 1991. The Henkel-Ecolab joint venture has been focusing solely on Europe, while Ecolab Inc. has been responsible for the activities in the rest of the world. In the current year, the Henkel-Ecolab joint venture will generate sales of approximately Euro 930 million. Henkel is a worldwide operating specialist in adhesives, brand-name products and in industrial specialties with affiliates in over 70 countries. The Company is the market leader in adhesives, surface technologies and industrial and institutional hygiene (jointly with Ecolab Inc.) on a worldwide scale. In detergents it ranks second in Continental Europe and in cosmetics Henkel holds the number three position in Europe. Cognis, the recently carved-out chemicals business, is the world's leading producer of oleochemicals. With around 60,000 employees, Henkel generated sales of Euro 9.4 billion in the first nine months of 2000, 12.1 percent up on the same period last year. Operating profit increased by 11.3 percent to Euro 704 million. Contact: Investor Relations Magdalena Moll Phone: +49-2 11-7 97 16 31 Fax: +49-2 11-7 98 28 63 magdalena.moll@henkel.de Waltraud Müller Phone: +49-2 11-7 97 72 78 Fax: +49-2 11-7 98 28 63 waltraud.mueller@henkel.de Christoph Wallrafen Phone: +49-2 11-7 97 18 20 Fax: +49-2 11-7 98 28 63 christoph.wallrafen@henkel.de Original-Content von: Henkel AG & Co. KGaA, übermittelt durch news aktuell

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