Ecolab to separate upstream energy business and merge ChampionX With Apergy

ST. PAUL: Ecolab Inc. announced both the successful completion of its split-off exchange offer for Ecolab common stock in connection with the previously announced separation of its Upstream Energy business (ChampionX Business) and the closing of the merger of ChampionX Holding Inc. with a subsidiary of Apergy Corporation.

Pursuant to the exchange offer, Ecolab has accepted 4.955 million shares of Ecolab common stock in exchange for 122.237 million shares of ChampionX common stock. Because more than 4.955 million shares of Ecolab common stock were tendered, all shares of ChampionX common stock owned by Ecolab are being distributed in the exchange offer.

The closing of the merger followed the expiration of the exchange offer and the satisfaction of certain other conditions. The combined company formed by uniting Apergy with ChampionX will be named ChampionX Corporation and will be traded on the New York Stock Exchange under the ticker symbol CHX.

In the merger, each share of ChampionX common stock was automatically converted into the right to receive one share of Apergy common stock. As a result, Ecolab stockholders who tendered their shares of Ecolab common stock as part of the exchange offer will receive 24.6667 shares of Apergy common stock (subject to the treatment of fractional shares described below) for each share of Ecolab common stock tendered and accepted for exchange.

Whole shares of Apergy common stock in uncertificated form will be received by ChampionX stockholders. Under the terms of the merger, fractional shares of Apergy common stock will not be issued. Instead, holders of shares of ChampionX common stock who would otherwise have been entitled to receive a fractional share of Apergy common stock (after aggregating all fractional shares of Apergy common stock issuable to such holder) will receive in cash the dollar amount (rounded to the nearest whole cent) determined by multiplying such fraction by the closing price of Apergy common stock on the New York Stock Exchange on the last business day prior to the merger. The amount received by such holders of shares of ChampionX common stock will be net of any required withholding taxes.

As a result of the successful exchange offer, Ecolab will reduce its outstanding shares of common stock by approximately 1.71 percent.

A trusted partner at nearly three million commercial customer locations, Ecolab (ECL) is the global leader in water, hygiene and infection prevention solutions and services. With annual sales of $13 billion and more than 45,000 associates, Ecolab delivers comprehensive solutions, data-driven insights and personalized service to advance food safety, maintain clean and safe environments, optimize water and energy use, and improve operational efficiencies and sustainability for customers in the food, healthcare, hospitality and industrial markets in more than 170 countries around the world.

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