SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
ECOLAB INC.
(Name of Subject Company (Issuer))
Ecolab Inc.
(Name of Filing Person (Offeror))
Common Stock, $1.00 par value
(Title of Class of Securities)
278865100
(CUSIP Number of Class of Securities)
Michael C. McCormick
Executive Vice President, General Counsel and Secretary
1 Ecolab Place
St. Paul, Minnesota 55102
(800)232-6522
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Charles W. Mulaney, Jr. | Michael J. Aiello | |
Richard C. Witzel, Jr. | Sachin Kohli | |
Skadden, Arps, Slate, Meagher & Flom LLP | Weil, Gotshal & Manges LLP | |
155 North Wacker Drive | 767 5th Avenue | |
Chicago, Illinois 60606 | New York, New York 10153 | |
Telephone: (312)407-0700 | Telephone: (212)310-8000 | |
Facsimile: (312)407-0411 | Facsimile: (212)310-8007 |
CALCULATION OF FILING FEE
Transaction Valuation | Amount of Filing Fee | |
$1,352,454,999.78(1) | $175,548.66(2) | |
(1) | Estimated solely for calculating the filing fee, based on the average of the high and low prices (as reported on the New York Stock Exchange on April 29, 2020) of shares of common stock, par value $0.01 per share, of ChampionX Corporation (f/k/a Apergy Corporation, “Apergy”) into which shares of common stock, par value $0.01 per share, of ChampionX Holding Inc. being offered in exchange for shares of common stock, par value $1.00 per share, of Ecolab Inc., will be converted, and paid in connection with Apergy’s Registration Statement on Form S-4, which was initially filed on February 12, 2020 (Registration No. 333-236379) (the “Apergy Form S-4”), calculated as set forth therein, relating to the transactions described in this Schedule TO. |
(2) | The amount of the filing fee has been calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, in connection with the Apergy Form S-4, as set forth therein. |
☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $435,381.23 Form or Registration No.: FormS-4 (Registration No. 333-236379) | Filing Party: Apergy Corporation
Date Filed: February 12, 2020 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
☐ | third party tender offer subject to Rule14d-1. |
☒ | issuer tender offer subject to Rule13e-4. |
☐ | going private transaction subject to Rule13e-3. |
☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Amendment No. 4 amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Ecolab Inc. (“Ecolab”) with the Securities and Exchange Commission (the “SEC”) on May 1, 2020, as amended by Amendment No. 1 to the Issuer Tender Offer Statement, dated May 18, 2020, Amendment No. 2 to the Issuer Tender Offer Statement, dated June 1, 2020 and Amendment No. 3 to the Issuer Tender Offer Statement, dated June 3, 2020 (as so amended, the “Schedule TO”). The Schedule TO relates to the offer by Ecolab to exchange all shares of common stock, par value $0.01 per share (“ChampionX common stock”), of ChampionX Holding Inc. (“ChampionX”) for shares of common stock, par value $1.00 per share (“Ecolab common stock”), of Ecolab that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer (as defined below). The Exchange Offer expired at 12:01 a.m., New York City time, on June 3, 2020. Following the consummation of the Exchange Offer, on June 3, 2020, Athena Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Apergy (“Merger Sub”), merged with and into ChampionX, whereby the separate corporate existence of Merger Sub ceased and ChampionX continued as the surviving corporation and a wholly owned subsidiary of Apergy (the “Merger”). In the Merger, each outstanding share of ChampionX common stock (except for shares of ChampionX common stock held by ChampionX, which were be cancelled and ceased to exist, and no consideration will be delivered in exchange therefor) converted into the right to receive shares of common stock, par value $0.01 per share, of Apergy (“Apergy common stock”), upon the terms and subject to the conditions set forth in the Prospectus, dated May 1, 2020 (the “Prospectus”), the Letter of Transmittal and the Exchange and Transmittal Information Booklet, copies of which are attached hereto as Exhibits (a)(i), (a)(ii) and (a)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”).
In connection with the Exchange Offer, ChampionX has filed with the SEC, under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 and Form S-1 (Registration No. 333-236380) (as amended, the “Registration Statement”) to register the shares of ChampionX common stock that were offered in exchange for shares of Ecolab common stock that were tendered in the Exchange Offer and were to be distributed in any clean-up spin-off to the extent that the Exchange Offer was not fully subscribed.
Apergy has filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-236379) to register the shares of Apergy common stock into which shares of ChampionX common stock were converted in the Merger.
This Amendment No. 4 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:
Based on the final count by the exchange agent, a total of 97,294,237 shares of Ecolab common stock were validly tendered and not properly withdrawn in the Exchange Offer, including 395,463 shares tendered by odd-lot stockholders. Odd-lot stockholders (excluding certain plan participants in Ecolab savings plans) were eligible for preferential treatment whereby their shares would be fully accepted in the Exchange Offer without being subject to proration. The remaining validly tendered shares of Ecolab common stock were accepted in the Exchange Offer on a pro rata basis using the final proration factor. Based on the final count by the exchange agent, the final proration factor is 4.7060%. Shares of Ecolab common stock that were tendered but not accepted for exchange will be returned to tendering stockholders.
In the Exchange Offer, Ecolab accepted the maximum of 4,955,552 shares of Ecolab common stock in exchange for all the shares of Champion common stock held by Ecolab. Each share of Ecolab common stock accepted for exchange by Ecolab was exchanged for 122,237,115 shares of Champion common stock, which were converted into shares of Apergy common stock pursuant to the Merger (with cash to be paid in lieu of any remaining fractional shares in accordance with the Merger Agreement).
On June 5, 2020, Ecolab issued a press release announcing the final results of the Exchange Offer, a copy of which is attached as Exhibit (a)(5)(xxxi) hereto and is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
(b) Securities Transactions. Based on the information available to Ecolab as of June 4, 2020, other than with respect to Ecolab’s employee benefit plans, the following table sets forth the transactions in Ecolab common stock by directors and executive officers of Ecolab in the past 60 days:
Name | Date of Transaction | Number and Type of Securities | Price Per Share | Type of Transaction | ||||||
Daniel J. Schmechel | April 29, 2020 | Acquired 22,800 shares of common stock | $71.54 | Exercise of stock option | ||||||
Daniel J. Schmechel | April 29, 2020 | Disposed of 14,871 shares of common stock | $198.305 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 |
Daniel J. Schmechel | April 29, 2020 | Acquired 27,980 shares of common stock | $103.265 | Exercise of stock option | ||||||
Daniel J. Schmechel | April 29, 2020 | Disposed of 20,684 shares of common stock | $198.305 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | ||||||
Roberto Inchaustegui | April 30, 2020 | Disposed of 2,405 shares of common stock | $193.112 | Market sale | ||||||
Darrell Brown | April 30, 2020 | Acquired 5,889 shares of common stock | $117.73 | Exercise of stock option | ||||||
Darrell Brown | April 30, 2020 | Acquired 17,762 shares of common stock | $119.12 | Exercise of stock option | ||||||
Darrell Brown | April 30, 2020 | Disposed of 23,651 shares of common stock | $193.70 | Market sale | ||||||
Timothy P. Mulhere | April 30, 2020 | Acquired 5,112 shares of common stock | $55.595 | Exercise of stock option | ||||||
Timothy P. Mulhere | April 30, 2020 | Disposed of 5,112 shares of common stock | $195.036 | Market sale | ||||||
Christophe Beck | May 1, 2020 | Acquired 2,100 shares of common stock | $48.055 | Exercise of stock option | ||||||
Christophe Beck | May 1, 2020 | Disposed of 1,246 shares of common stock | $189.53 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | ||||||
Christophe Beck | May 1, 2020 | Acquired 30,700 shares of common stock | $55.595 | Exercise of stock option | ||||||
Christophe Beck | May 1, 2020 | Disposed of 18,897 shares of common stock | $189.53 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | ||||||
Jérôme Charton | May 1, 2020 | Acquired 3,653 shares of common stock | $119.12 | Exercise of stock option | ||||||
Jérôme Charton | May 1, 2020 | Disposed of 2,966 shares of common stock | $189.57 | Market sale | ||||||
Timothy P. Mulhere | May 5, 2020 | Acquired 7,388 shares of common stock | $55.595 | Exercise of stock option | ||||||
Timothy P. Mulhere | May 5, 2020 | Disposed of 7,388 shares of common stock | $196.347 | Market sale | ||||||
Shari L. Ballard | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Barbara J. Beck | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan |
Jeffrey M. Ettinger | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Arthur J. Higgins | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Michael Larson | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
David W. MacLennan | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Tracy B. McKibben | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Lionel L. Nowell, III | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Victoria J. Reich | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Suzanne M. Vautrinot | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
John J. Zillmer | May 7, 2020 | Granted stock options to acquire 1,417 shares of common stock at an exercise price of $195.255 per share | — | Annual director stock option grant under the 2001 plan | ||||||
Angela M. Busch | May 11, 2020 | Acquired 3,000 shares of common stock | $55.595 | Exercise of stock option | ||||||
Angela M. Busch | May 11, 2020 | Disposed of 3,000 shares of common stock | $195.041 | Market sale | ||||||
Angela M. Busch | May 12, 2020 | Acquired 1,800 shares of common stock | $55.595 | Exercise of stock option | ||||||
Angela M. Busch | May 12, 2020 | Disposed of 1,800 shares of common stock | $197.025 | Market sale | ||||||
Angela M. Busch | May 18, 2020 | Acquired 1,200 shares of common stock | $55.595 | Exercise of stock option |
Angela M. Busch | May 18, 2020 | Disposed of 1,200 shares of common stock | $200.00 | Market sale | ||||||
Angela M. Busch | May 18, 2020 | Acquired 3,000 shares of common stock | $55.595 | Exercise of stock option | ||||||
Angela M. Busch | May 18, 2020 | Disposed of 3,000 shares of common stock | $203.072 | Market sale | ||||||
Roberto Inchaustegui | May 18, 2020 | Acquired 18,353 shares of common stock | $107.685 | Exercise of stock option | ||||||
Roberto Inchaustegui | May 18, 2020 | Disposed of 18,353 shares of common stock | $205.257 | Market sale | ||||||
Larry L. Berger | May 19, 2020 | Acquired 6,712 shares of common stock | $119.12 | Exercise of stock option | ||||||
Larry L. Berger | May 19, 2020 | Disposed of 8,613 shares of common stock | $204.269 | Market sale | ||||||
Larry L. Berger | May 20, 2020 | Acquired 6,746 shares of common stock | $119.12 | Exercise of stock option | ||||||
Larry L. Berger | May 20, 2020 | Disposed of 6,746 shares of common stock | $206.679 | Exercise of stock option | ||||||
Scott D. Kirkland | May 21, 2020 | Disposed of 75 shares of common stock | — | Bona fide gift | ||||||
Timothy P. Mulhere | May 26, 2020 | Acquired 22,800 shares of common stock | $71.54 | Exercise of stock option | ||||||
Timothy P. Mulhere | May 26, 2020 | Disposed of 22,800 shares of common stock | $205.158 | Market sale | ||||||
Angela M. Busch | May 27, 2020 | Acquired 4,400 shares of common stock | $55.595 | Exercise of stock option | ||||||
Angela M. Busch | May 27, 2020 | Disposed of 4,400 shares of common stock | $205.00 | Market sale | ||||||
Victoria J. Reich | May 29, 2020 | Acquired 1,000 shares of common stock | $63.995 | Exercise of stock option | ||||||
Victoria J. Reich | May 29, 2020 | Disposed of 1,000 shares of common stock | $209.933 | Market sale | ||||||
Arthur J. Higgins | June 1, 2020 | Acquired 3,800 shares of common stock | $63.995 | Exercise of stock option | ||||||
Arthur J. Higgins | June 1, 2020 | Disposed of 3,800 shares of common stock | $212.275 | Market sale | ||||||
Laurie M. Marsh | June 1, 2020 | Acquired 12,235 shares of common stock | $107.685 | Exercise of stock option | ||||||
Laurie M. Marsh | June 1, 2020 | Disposed of 12,235 shares of common stock | $212.198 | Market sale | ||||||
Douglas M. Baker, Jr. | June 3, 2020 | Disposed of 2,353 shares of common stock (1) | — | Shares accepted for exchange in the Exchange Offer | ||||||
Michel C. McCormick | June 4, 2020 | Acquired 7,530 shares of common stock | $103.265 | Exercise of stock option | ||||||
Michel C. McCormick | June 4, 2020 | Disposed of 5,359 shares of common stock | $219.625 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | ||||||
Daniel J. Schmechel | June 4, 2020 | Acquired 32,628 shares of common stock | $107.685 | Exercise of stock option | ||||||
Daniel J. Schmechel | June 4, 2020 | Disposed of 23,580 shares of common stock | $219.625 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | ||||||
Daniel J. Schmechel | June 4, 2020 | Acquired 32,685 shares of common stock | $119.120 | Exercise of stock option | ||||||
Daniel J. Schmechel | June 4, 2020 | Disposed of 24,547 shares of common stock | $219.625 | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 |
(1) The amount represents the number of shares of Ecolab common stock that Mr. Baker elected to exchange multiplied by the final proration factor and represents a preliminary estimate.
Item 12. Exhibits.
Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits thereto:
Exhibit No. | Description | |
(a)(5)(xxxi) | Press Release by Ecolab, dated June 5, 2020 (incorporated by reference to Ecolab’s Form 425 filed with the Securities and Exchange Commission on June 5, 2020) |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ECOLAB INC. | ||
By: | /s/ Michael C. McCormick | |
Name: Michael C. McCormick | ||
Title: Executive Vice President, General Counsel and Secretary |
Dated: June 5, 2020