updated 12/7/2010 9:47:39 PM ET 2010-12-08T02:47:39

NAPERVILLE, Ill., Dec. 7, 2010 (GLOBE NEWSWIRE) -- Nalco Company (NYSE:NLC) ("Nalco" or the "Company") today announced that it commenced cash tender offers for any and all of its outstanding (i) U.S. Dollar-denominated 8⅞% Senior Subordinated Notes due 2013 and (ii) Euro-denominated 9% Senior Subordinated Notes due 2013 (collectively, the "Notes"). The terms and conditions of the tender offers are described in an Offer to Purchase, dated December 7, 2010, and related Letter of Transmittal, which are being sent to holders of Notes.

 

Reference No. Outstanding Principal Amount of Notes Security Description Maturity Date Total Consideration(1) Early Tender Premium(1) Tender Offer Consideration(1)
CUSIP: 629855AH0 $465 million U.S. Dollar-denominated 8⅞% Senior Subordinated Notes due 2013 November 15, 2013 $1,017.79 $15.00 $1,002.79
CUSIP: 629855AF4

ISIN: XS0195292403

ISIN: XS0179153555

Common Code: 019529240

Common Code: 017915355
€200 million Euro-denominated 9% Senior Subordinated Notes due 2013 November 15, 2013 €1,018.00 €15.00 €1,003.00

(1)   Per $1,000 principal amount of Dollar Notes and €1,000 principal amount of Euro Notes.

Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on December 20, 2010, unless extended (such date and time, as the same may be extended, the "Early Tender Date") in order to be eligible to receive the Total Consideration. Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Time (as defined below) will be eligible to receive only the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Premium. In addition to the applicable tender offer consideration, holders whose Notes are accepted for purchase in the tender offers will receive accrued and unpaid interest up to, but not including, the applicable payment date. The Company may elect to accept for purchase prior to the expiration of a tender offer all Notes validly tendered on or before the applicable Early Acceptance Time. It is anticipated that the payment date for Notes validly tendered on or before the Early Acceptance Time will be one business day after the Early Acceptance Time, if the Company elects to accept such Notes for purchase prior to the expiration of the applicable tender offer. It also is anticipated that the payment date for Notes validly tendered after the Early Tender Date and on or before the Expiration Time (as well as for Notes validly tendered on or before the Early Tender Date if the Company does not elect to accept such Notes for purchase prior to the expiration of the applicable tender offer) will be January 6, 2011.

The tender offers will expire at 12:00 midnight, New York City time, on January 5, 2011, unless extended (such date and time, as the same may be extended, the "Expiration Time"). As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on December 20, 2010, unless extended. The consummation of the tender offers is not conditioned upon any minimum amount of Notes being tendered but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.

The Company's obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offers are made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, the Company may amend, extend or, subject to certain conditions, terminate the tender offers.

Goldman, Sachs & Co. and Goldman Sachs International are the Dealer Managers for the tender offers. Persons with questions regarding the tender offers should contact the Dealer Managers at (800) 828-3182. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to D.F. King & Co., Inc., the Information Agent and Depositary for the tender offers, at (212) 269-5550 (for banks and brokers only) or (800) – 967-4607 (for all others and toll-free).

About Nalco

Nalco Company is the world's largest sustainability services company focused on industrial water, energy and air applications; delivering significant environmental, social and economic performance benefits to our customers. We help our customers reduce energy, water and other natural resource consumption, enhance air quality, minimize environmental releases and improve productivity and end products while boosting the bottom line. Together our comprehensive solutions contribute to the sustainable development of customer operations.

Nalco is a member of the Dow Jones Sustainability Indexes. More than 11,500 Nalco employees operate in 150 countries supported by a comprehensive network of manufacturing facilities, sales offices and research centers to serve a broad range of end markets. In 2009, Nalco achieved sales of more than $3.7 billion. For more information visit www.nalco.com .

The Nalco Company logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1135

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in Nalco Holding Company's Securities and Exchange Commission filings. Past results of the Company are not necessarily indicative of its future results. The Company does not undertake any obligation to update any forward-looking statements.

CONTACT:  Nalco Company
          Media Contact:
          Charlie Pajor
            630 305 1556
            cpajor@nalco.com
          Investor Contact:
          Lisa Curran
            630 305 1475
            llcurran@nalco.com

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