<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 1997
------------------------
ECOLAB INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9328 41-0231510
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota 55102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 612-293-2233
------------------------------
(Not applicable)
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(Former name or former address, if changed from last report.)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 8, 1997, Ecolab Australia Pty Limited, an indirect
wholly-owned subsidiary of the Registrant located in Sydney, New South Wales,
Australia ("Ecolab Australia"), completed its tender offer ("Offer")
commenced on October 17, 1997 to purchase all of the approximately 22.4
million outstanding ordinary shares ("Shares") of Gibson Chemical Industries
Limited ("Gibson"). Gibson is headquartered in Melbourne, Victoria, Australia
and was traded on the Australian Stock Exchange. The offer price was for
A$9.00 per share (or A$8.50 per share for Gibson shareholders who chose to
keep an A$0.50 per share dividend by tendering after October 31, 1997).
Ecolab Australia acquired certain of the Shares in privately negotiated and
open market purchases ("Market Purchases") prior to and during the Offer.
Ecolab Australia was the beneficial owner of approximately 98% of the
Shares upon completion of the Offer. It has begun the process of compulsory
acquisition of the Shares it does not yet beneficially own. Compulsory
acquisition is provided under the Australian Corporations Law and will allow
Ecolab Australia to require the sale to it of all such remaining Shares at a
price per share of A$8.50. Ecolab Australia expects to complete this
compulsory acquisition in approximately 30 days.
The persons solicited to tender Shares in the Offer, as well as persons
from whom Shares were acquired in the Market Purchases, were the holders of
the outstanding Shares of Gibson, none of whom had any material relationship
with or to the Registrant or its affiliates or any director or officer of
Registrant or associate of any such director or officer.
The total purchase price for all of the Shares, including those acquired
by compulsory acquisition, will be approximately A$192 million. Financing
for the Offer has been provided by the Australian Dollar Local Currency
Addendum (the "Addendum"), dated as of October 17, 1997 among the Registrant,
its direct wholly-owned subsidiary, Ecolab Pty Limited (which is the parent
company of Ecolab Australia), Citibank, N.A., as Agent, Citisecurities
Limited, as Local Currency Agent, and a consortium of the following banks:
Citibank, N.A., Morgan Guaranty Trust Company of New York, The First National
Bank of Chicago and Credit Suisse First Boston (collectively the "Local
Currency Banks"). The Addendum, which replaced an A$40 million short-term
facility provided to Ecolab Pty Limited by Citibank, N.A. to finance initial
Market Purchases of the Shares, is an addendum to the Registrant's $275
million Multicurrency Credit Agreement and provides for the Local Currency
Banks to make available Australian dollars up to the U.S. dollar equivalent
of $176 million of such banks' commitments under the Multicurrency Credit
Agreement.
Gibson is engaged principally in the supply of cleaning and sanitation
chemicals and services to the hospitality and health care industries and to
catering institutions and the supply of specialty chemicals and services to
major manufacturing and mining industries. Its business is conducted through
the following business groups: maintenance chemicals (including hospitality,
laundry and health care markets), water treatment (including commercial water
treatment, industrial water treatment and process chemicals divisions),
automotive (specialty sealants), thermochemical (steel making processes),
biological and retail (branded products sold though a network of
distributors and retailers). Its manufacturing and/or distribution
operations are located in Australia, New Zealand, Southeast Asia, the United
Kingdom and the United States.
-2-
<PAGE>
The Registrant intends (i) to quickly combine operational assets of Ecolab
Pty Limited and Gibson, which may lead to the sale of surplus facilities and
real estate of Gibson and/or Ecolab Pty Limited, and (ii) to eliminate some
duplication of functions arising as a result of the acquisition. The key
areas of duplication are expected to arise in the corporate office functions
of Gibson such as administration, finance and public company compliance and
reporting functions, and may arise in the manufacturing, marketing,
distribution, logistics and research and development functions. Registrant is
also conducting a full review of Gibson and its assets, operations and
properties but has made no decision concerning changes to the business or
redeployment of Gibson's assets. Unless and until any such decision is made,
Registrant intends to continue the business of Gibson generally.
A copy of the News Release issued by the Registrant on December 16, 1997
is attached as Exhibit (99).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(2)A. Ecolab Australia Pty Limited Offer to Purchase,
distributed October 17, 1997, ("Offer to Purchase").
(2)B. Form of Acceptance and Transfer.
(2)C. Notice of Variation, dated 13 November 1997.
(2)D. Notice of Variation, dated 21 November 1997.
(4)A. Multicurrency Credit Agreement
("Credit Agreement") dated as of September 29, 1993,
as Amended and Restated as of October 17, 1997, among
Ecolab Inc., the Banks parties thereto, Citibank,
N.A., as Agent for the Banks, Citibank International
Plc, as Euro-Agent for the Banks and Morgan Guaranty
Trust Company of New York as Co-Agent-Incorporated by
reference to Exhibit (4)A of the Company's Form 10-Q
for the quarter ended September 30, 1997.
(4)B. Australian Dollar Local Currency
Addendum to the Credit Agreement dated as of October
17, 1997 among Ecolab Pty. Limited, Ecolab Inc.,
Citibank, N.A., the Local Currency Agent named
therein and the Local Currency Banks party
thereto-Incorporated by reference to Exhibit 4(B) of
the Company's Form 10-Q for the quarter ended
September 30, 1997.
(99) Ecolab Inc. News Release dated December 16, 1997.
-3-
<PAGE>
Certain related annexures to the Offer to Purchase, which are
listed below, are omitted. The Registrant will furnish supplementally a copy
of any such annexures to the Securities and Exchange Commission upon request.
ANNEXURES TO OFFER TO PURCHASE
Annexure A Gibson announcement of new Chairman - elect - 8 July 1996.
Annexure B Gibson notice of annual general meeting - 23 October 1996.
Annexure C Gibson announcement concerning sale of in-store cleaning and
sanitizing business of Puritan/Churchill Chemical Company to S.C.
Johnson & Son - 6 November 1996.
Annexure D Gibson announcement of resignation of director - 6 November 1996.
Annexure E Gibson Group Managing Director Address to Annual General Meeting
of Shareholders - 13 November 1996 (with addendum dated 14 November
1996).
Annexure F Gibson announcement of retirement of directors - 14 November 1996.
Annexure G Gibson announcement of new chairman and retirement of director - 18
November 1996.
Annexure H Gibson announcement of joint venture will Chemetall GmbH - 19
February 1997.
Annexure I Gibson half-yearly announcement to 31 December 1996 - 13 March 1997.
Annexure J Gibson announcement of acquisition of Intergrain Timber Finishes
Pty Limited - 4 July 1997.
Annexure K Commitments of Banks under Credit Agreement.
Annexure L Conditions Precedent to Credit Agreement.
Annexure M Terms of Redeemable Preference Shares of Ecolab Australia.
Annexure N Conditions Precedent to A$40 million loan facility of Ecolab Pty
Limited.
Annexure O Modification to allow Offer to be for both Fully Paid Shares and
Partly Paid Shares of Gibson.
Independent Expert's Report - Exhibit to Gibson's Part B Statement to the Offer
to Purchase.
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ECOLAB INC.
By: /s/ Kenneth A. Iverson
---------------------------------------
Kenneth A. Iverson
Vice President and Secretary
Date: December 16, 1997
-5-
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION METHOD OF FILING
- ----------- ----------- ----------------
(2)A. Ecolab Australia Pty Limited Offer to Filed herewith
Purchase, distributed October 17, 1997, electronically.
("Offer to Purchase").
(2)B. Form of Acceptance and Transfer. Filed herewith
electronically.
(2)C. Notice of Variation, dated 13 Filed herewith
November 1997. electronically.
(2)D. Notice of Variation, dated 21 Filed herewith
November 1997. electronically.
(4)A. Multicurrency Credit Agreement Incorporated by reference
("Credit Agreement") dated as of to Exhibit (4)A of the
September 29, 1993, as Amended and Company's Form 10-Q for
Restated as of October 17, 1997, the quarter ended
among Ecolab Inc., the Banks parties September 30, 1997.
thereto, Citibank, N.A., as Agent for
the Banks, Citibank International Plc,
as Euro-Agent for the Banks and
Morgan Guaranty Trust Company of
New York as Co-Agent.
(4)B. Australian Dollar Local Currency Incorporated by reference
Addendum to the Credit Agreement to Exhibit 4(B) of the
dated as of October 17, 1997 among Company's Form 10-Q for
Ecolab Pty. Limited, Ecolab Inc., the quarter ended
Citibank, N.A., the Local Currency September 30, 1997.
Agent named therein and the Local
Currency Banks party thereto.
(99) Ecolab Inc. News Release dated Filed herewith
December 16, 1997. electronically.
Certain related annexures to the Offer to Purchase, which are listed
below, are omitted. The Registrant will furnish supplementally a copy of any
such annexures to the Securities and Exchange Commission upon request.
<PAGE>
ANNEXURES TO OFFER TO PURCHASE
------------------------------
Annexure A Gibson announcement of new Chairman - elect - 8 July 1996.
Annexure B Gibson notice of annual general meeting - 23 October 1996.
Annexure C Gibson announcement concerning sale of in-store cleaning and
sanitizing business of Puritan/Churchill Chemical Company to S.C.
Johnson & Son - 6 November 1996.
Annexure D Gibson announcement of resignation of director - 6 November 1996.
Annexure E Gibson Group Managing Director Address to Annual General Meeting
of Shareholders - 13 November 1996 (with addendum dated 14 November
1996).
Annexure F Gibson announcement of retirement of directors - 14 November 1996.
Annexure G Gibson announcement of new chairman and retirement of director - 18
November 1996.
Annexure H Gibson announcement of joint venture will Chemetall GmbH - 19
February 1997.
Annexure I Gibson half-yearly announcement to 31 December 1996 - 13 March 1997.
Annexure J Gibson announcement of acquisition of Intergrain Timber Finishes
Pty Limited - 4 July 1997.
Annexure K Commitments of Banks under Credit Agreement.
Annexure L Conditions Precedent to Credit Agreement.
Annexure M Terms of Redeemable Preference Shares of Ecolab Australia.
Annexure N Conditions Precedent to A$40 million loan facility of Ecolab Pty
Limited.
Annexure O Modification to allow Offer to be for both Fully Paid Shares and
Partly Paid Shares of Gibson.
Independent Expert's Report - Exhibit to Gibson's Part B Statement to Offer.
<PAGE>
ECOLAB
ECOLAB AUSTRALIA PTY LIMITED
(ACN 079 704 939)
RECOMMENDED $9.00 OFFER
FOR ALL YOUR ORDINARY SHARES IN
GCI
Gibson Chemical Industries Limited
(ACN 004 494 802)
GIBSON'S DIRECTORS
RECOMMEND YOU ACCEPT
ECOLAB'S OFFER
SUBJECT TO NO HIGHER OFFER
This document includes important information in relation to your shares in
Gibson Chemical Industries Limited and requires YOUR IMMEDIATE ATTENTION.
ADVISERS TO ECOLAB ADVISERS TO GIBSON
FINANCIAL: SBC WARBURG DILLON READ FINANCIAL: MACQUARIE CORPORATE FINANCE
LEGAL: BAKER & MCKENZIE LEGAL: ARTHUR ROBINSON & HEDDERWICKS
<PAGE>
TABLE OF CONTENTS
Letter from Ecolab 1A
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Letter from the Chairman of Gibson 1B
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Key Information on the Offer 2
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Offer 4
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Part A Statement 15
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Annexures 30
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Part B Statement 92
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Independent Expert's Report 99
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ENQUIRIES
About the Offer: Ian Cornish
Company Secretary
Gibson Chemical Industries Limited
Telephone: (03) 9583 3201
Offer Information Hot Line
Free call 1 800 021 202
About the acceptance procedure: Coopers & Lybrand Securities Registration
Services
Telephone: (02) 9285 7111
<PAGE>
ECOLAB
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ECOLAB AUSTRALIA PTY LIMITED
ACN 079 704 939
17 October 1997
Dear Gibson Shareholder
On 10 October 1997, the Board of Gibson Chemical Industries Limited ("Gibson")
announced that it had unanimously recommended that shareholders accept Ecolab's
increased cash offer of $9.00 per share, in the absence of a higher offer. We
now enclose the documents to enable you to accept our cash offer for your
shares in Gibson.
We believe that our offer of $9.00 is very generous and note it represents:
- - a multiple of approximately 21.6 times Gibson's 1997 earnings per share
(fully diluted, ex abnormals);
- - a premium of approximately 47.1% over Gibson's 12 month weighted average
share price prior to Ecolab's on market purchases; and
- - a premium to net tangible assets per share (as at 30 June 1997) of
approximately 172.7%.
The offer price is within the independent expert's valuation range for Gibson
and if the offer is not successful, the independent expert has stated that "it
is likely that Gibson shares would trade at prices below the bid price".
You have the alternative of receiving either:
- - $9.00 cash per share; or
- - $8.50 cash per share together with a fully franked dividend of $0.50 per
share which has already been declared by Gibson.
Detailed instructions on how to accept the offer are set out on the following
pages and we encourage you to read this information carefully.
Your Board has unanimously recommended that you accept our offer for your
shares and their response is included in this document. Our offer is scheduled
to close on 17 November 1997 and we encourage you to accept our offer. Ecolab
will pay accepting shareholders within 14 days of the receipt of valid
acceptances or the offer becoming unconditional, whichever is the later.
We look forward to a new era of growth and development for the Ecolab and
Gibson businesses.
Yours sincerely
/s/Lawrence T. Bell
Lawrence T. Bell
Director
Ecolab Australia Pty Limited
<PAGE>
GCI
GIBSON CHEMICAL INDUSTRIES LIMITED
350 Reserve Road Cheltenham Victoria Australia 3192 ACN 004 494 802
Telephone (613) 9583 3201 Fax (613) 9593 0989
17 October 1997
Dear shareholder,
Earlier this month it was announced that, after due consideration, your Board
had unanimously recommended that Gibson Chemical Industries Limited ("Gibson")
shareholders accept the $9.00 offer from Ecolab Australia Pty Limited
('Ecolab") in the absence of a higher offer.
This revised $9.00 offer represents a substantial price increase over Ecolab's
initial public offer of $8.25 per share and values Gibson at more than $200
million. Your Board believes this is a good result for Gibson shareholders and
presents you with the opportunity to realise your Gibson shares for a
significant premium to the pre-offer share price.
Your Board has explored other possibilities to maximise shareholder wealth and
none would give this level of benefit to shareholders. Your Directors intend
to accept the offer in respect of all shares owned or controlled by them.
The Board commissioned Grant Samuel & Associates Pty Limited ("Grant Samuel"),
a leading Australian company valuer, to undertake an independent valuation of
the company. Grant Samuel valued Gibson at $8.91 to $10.14 per share and
concluded that Ecolab's offer is fair and reasonable to shareholders. Grant
Samuel's valuation report is contained in full in this booklet.
Under Ecolab's revised offer, shareholders can choose between accepting either
$9.00 cash or $8.50 cash and a 50 cent fully franked dividend. Due to the value
of the franking credits attached to the dividend, the cash and dividend offer
could be equivalent to a cash offer of up to $9.28 for many shareholders.
However, the value of each alternative to you will depend on your own tax
circumstances.
Information on how to accept the offer and on which alternative may be more
appropriate for you to accept is provided on pages 2 and 3 of this booklet.
You should read these pages and follow the instructions carefully. If you wish
to accept the offer and receive $9.00 cash and no dividend, your acceptance
must be received before 5:00 pm Friday 31 October 1997. If you wish to accept
the offer and receive $8.50 cash and a 50 cent dividend, you have until 17
November 1997 to consider the offer, unless it is extended. If you have any
doubt as to what you should do with this offer you should consult your
financial or tax adviser.
The reasons for your Directors' recommendation and other important information
are set out in Gibson's Part B statement, which is included in this booklet. I
recommend that you consider this material carefully.
Finally, on behalf of the Board, I would like to thank all shareholders for the
support you have provided Gibson over many years.
Yours sincerely
/s/Richard F E Warburton
Richard F E Warburton
CHAIRMAN
<PAGE>
KEY INFORMATION ON THE OFFER
OFFER
Ecolab is offering to acquire all of your shares in Gibson.
CONSIDERATION
The offer is $9.00 for each fully paid Gibson share. Gibson shareholders who
wish to accept the offer may choose between $9.00 cash and no dividend or $8.50
cash and a 50 cent fully franked dividend.
No brokerage or stamp duty is payable by shareholders who accept the offer.
CONDITIONS
The offer is only conditional on a "prescribed occurrence" not occurring in
relation to Gibson. These prescribed occurrences are detailed in Ecolab's
offer document on page 9. If no such event occurs, Ecolab has stated the offer
will be declared unconditional on or prior to 7 November 1997.
WHICH ALTERNATIVE SHOULD YOU CHOOSE?
The alternative most appropriate for you will depend on your own circumstances.
If you are in any doubt as to which offer is most appropriate, you should seek
your own financial or tax advice.
Those shareholders who wish to accept the offer and:
- - who purchased their Gibson shares prior to 19 September 1985 and whose
shares have retained their capital gains tax free status; and
- - who have a marginal income tax rate above 36%,
may prefer the $9.00 cash alternative.
All other shareholders who wish to accept the offer MAY prefer the $8.50 cash
and 50 cent fully franked dividend alternative.
HOW TO ACCEPT THIS OFFER
If you wish to accept this offer, the procedure for acceptance depends on which
alternative you select and on which subregister your Gibson shares are
registered on.
The subregister your Gibson shares are registered on should be stated on your
acceptance form. If you are in any doubt as to which subregister your Gibson
shares are registered on you should contact Coopers & Lybrand Securities
Registration Services on (02) 9285 7111.
<PAGE>
ALTERNATIVE SELECTED
<TABLE>
<CAPTION>
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$9.00 CASH & NO DIVIDEND $8.50 CASH & 50 CENT DIVIDEND
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<S> <C> <C> <C>
Issuer YOU MUST HAVE YOUR ACCEPTANCE YOU MUST HAVE YOUR ACCEPTANCE RECEIVED PRIOR
Sponsored RECEIVED BY ECOLAB NO LATER THAN TO THE CLOSE OF THE OFFER (WHICH IS 17 NOVEMBER
Subregister 5:00 PM ON FRIDAY, 31 OCTOBER 1997 AND 1997, UNLESS EXTENDED) AND YOU MUST EITHER:
YOU MUST NOT TICK THE BOX LABELLED - HAVE YOUR ACCEPTANCE RECEIVED BY ECOLAB
"D" ON THE ACCEPTANCE FORM. AFTER FRIDAY, 31 OCTOBER 1997; OR
- IF YOUR ACCEPTANCE IS RECEIVED PRIOR TO 5:00 PM
ON FRIDAY 31 OCTOBER YOU MUST TICK THE BOX
LABELLED "D" ON THE ACCEPTANCE FORM.
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If you do not tick the box labelled "D" and Ecolab
receives your acceptance prior to Friday, 31 October
1997 you will receive $9.00 cash and no dividend.
-----------------------------------------------------------
Regist-
ration -----------------------------------------------------------------------------------------------------------------------
CHESS YOU MUST INSTRUCT YOUR CHESS YOU MUST INSTRUCT YOUR CHESS CONTROLLING
Subregister CONTROLLING PARTICIPANT TO INITIATE PARTICIPANT TO INITIATE THE ACCEPTANCE ON CHESS
THE ACCEPTANCE ON CHESS NO LATER AFTER 31 OCTOBER 1997.
THAN 5:00 PM FRIDAY, 31 OCTOBER 1997.
-----------------------------------------------------------
If your acceptance is initiated prior to 5.00 pm on Friday
31 October 1997 you will receive $9.00 cash and no
dividend.
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- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAYMENT TERMS
Those shareholders who choose to accept the offer will be paid the later of:
14 days after acceptance is received; or
14 days after the offer becomes unconditional.
Those shareholders who elect to receive the $8.50 cash and 50 cent dividend are
advised that the dividend will be paid on 14 November 1997.
EXPIRY OF OFFER
The offer expires, unless extended, at 5.00 pm Monday 17 November 1997.
NON-ACCEPTING SHAREHOLDERS
Holders of fully paid shares who do not accept the offer (and are still on the
register as at 5.00 pm 7 November 1997) will be paid the 50 cent dividend on
14 November 1997.
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INFORMATION
If you have any general enquiries regarding the offer, you should contact
Gibson's Company Secretary, Mr. Ian Cornish, on (03) 9583 3201 or the Offer
Information Hotline on 1800 021 202.
If you are in any doubt as to which alternative you should accept, you should
contact you financial or tax advisor.
If you have any enquiries regarding how to accept the offer or which
subregister your Gibson shares are registered on, you should contact Coopers &
Lybrand Securities Registration Services on (02) 9285 7111.
- --------------------------------------------------------------------------------
<PAGE>
OFFER
BY
ECOLAB AUSTRALIA PTY LIMITED
("ECOLAB")
TO ACQUIRE ALL OF YOUR ORDINARY SHARES
IN
GIBSON CHEMICAL INDUSTRIES LIMITED (ACN 004 494 802)
("GIBSON")
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1. ECOLAB'S OFFER
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1.1 Ecolab offers to acquire all of Your Shares on the terms and conditions
of this Offer.
1.2 If you accept this Offer, Ecolab will be entitled to the benefit of all
Rights attaching to Your Shares. Please carefully note clause 7.6
below in this regard.
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2. CONSIDERATION
- -------------------------------------------------------------------------------
2.1 The consideration Ecolab offers you is $9.00 cash for each of Your
Fully Paid Shares.
2.2 The consideration Ecolab offers you is $9.00 cash (less the Unpaid
Amount) for each of Your Partly Paid Shares.
2.3 You have the opportunity to take up to $0.50 of the amount payable for
each of Your Shares in the form of dividends from Gibson instead of a
cash payment from Ecolab. See clause 7.6 for details.
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3. OFFER PERIOD
- -------------------------------------------------------------------------------
Unless withdrawn in accordance with the Law, this Offer will remain open for
acceptance for a period commencing on the date of this Offer and ending at 5 pm
on 17 November 1997 subject to Ecolab's right to extend such period in
accordance with section 656 of the Law.
<PAGE>
- -------------------------------------------------------------------------------
4. WHO MAY ACCEPT
- -------------------------------------------------------------------------------
4.1 This Offer is made to you as the holder of Gibson Shares which are
registered or entitled to be registered in your name in the register
of members of Gibson on the date this Offer is sent or at any time
prior to the end of the Offer Period. If at any time during the Offer
Period, another person is, or is entitled to be, registered as a
holder of some or all of Your Shares ("the Transferred Shares"), then
in accordance with section 649 of the Law:
(a) an offer corresponding to this Offer is deemed to have been
made to that person in respect of the Transferred Shares of
which that person is, or is entitled to be, so registered as a
holder;
(b) an offer corresponding to this Offer is deemed to have been
made to you in respect of the remainder (if any) of the Gibson
Shares other than the Transferred Shares registered in your
name on the date this Offer is sent, or at any time prior to
the end of the Offer Period; and
(c) this original Offer is deemed to have been withdrawn.
4.2 If:
(a) at any time during the Offer Period and prior to acceptance of
this Offer, Your Shares consist of two or more Distinct Portions
(for example, if you hold Your Shares as trustee for 2 or more
persons); and
(b) you give to Ecolab a notice which:
(i) if it relates to Your Shares in a CHESS Holding, is in an
electronic form approved by the SCH Business Rules; or
(ii) if it relates to Your Shares which are certificated or
uncertificated but not in a CHESS Holding, is in writing,
stating, that Your Shares consist of Distinct Portions and
specifying the number of Your Shares in each Distinct Portion
for which you wish to accept this Offer (which number, in
respect of each Distinct Portion, must comply with clause 5.1),
this Offer will be deemed to consist of separate Offers made to you in
relation to the respective Distinct Portions of Your Shares.
- -------------------------------------------------------------------------------
5. HOW TO ACCEPT
- -------------------------------------------------------------------------------
5.1 Subject to clause 4, this Offer may only be accepted in respect of all
(but not some only) of Your Fully Paid Shares and/or all (but not some
only) of Your Partly Paid Shares.
<PAGE>
5.2 You may accept this Offer in respect of Your Shares at any time during
the Offer Period.
5.3 To accept this Offer in respect of Your Shares which are certificated
or are uncertificated but not in a CHESS Holding, you should complete
and sign the Acceptance Form in accordance with the instructions on it
and then post the Acceptance Form to:
Coopers & Lybrand Securities Registration Services
Locked Bag A14
Sydney South NSW 1232
or hand deliver the Acceptance Form to:
Coopers & Lybrand Securities Registration Services
Level 8
Coopers & Lybrand Tower
580 George Street
SYDNEY NSW
so that it is received before the expiry of the Offer Period.
5.4 To accept this Offer in respect of Your Shares which are uncertificated
and which are in a CHESS Holding you must do so in accordance with the
SCH Business Rules and, specifically:
(a) if you are a Broker or Non-Broker Participant, you should
initiate acceptance of this Offer in accordance with the SCH
Business Rules before the expiry of the Offer Period; or
(b) otherwise, you should instruct your Controlling Participant
(this will normally be the stockbroker who purchased your
Gibson Shares for you) to initiate acceptance of this Offer in
accordance with the SCH Business Rules before the expiry of the
Offer Period.
5.5 When accepting this Offer for Your Shares which are certificated, you
must also provide all certificates relating to Your Shares, or fulfil
all the requirements of Ecolab and Gibson if you are unable to provide
the certificates, to enable the registration of Ecolab as a bona fide
purchaser of Your Shares for value and without notice of any defect in
your title to Your Shares.
5.6 Subject to clause 5.4, acceptance of the Offer will not be complete
until the completed Acceptance Form has been received at the address
set out in clause 5.3 and the requirements of clauses 5.3 and 5.5 have
been complied with. However:
(a) Ecolab may in its sole discretion treat the receipt by it of
the Acceptance Form without some or all of the relevant
certificate(s) for Your Shares which are certificated or other
documents as a valid acceptance; and
<PAGE>
(b) where the requirements of clauses 5.3 and 5.5 have been complied
with in respect of some but not all of Your Shares, Ecolab may
in its sole discretion deem your acceptance of this Offer
complete in respect of those Gibson Shares for which the
requirements have been complied with but not in respect of the
remainder.
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6. EFFECT OF ACCEPTANCE
- -------------------------------------------------------------------------------
6.1 By initiating acceptance of this Offer in respect of Your Shares
through CHESS or signing and returning an Acceptance Form to Ecolab in
accordance with clause 5 above, you will be deemed to have:
(a) irrevocably accepted this Offer in accordance with its terms in
respect of all Your Shares;
(b) subject to this Offer being declared free of the conditions set
out in Clause 7 below or such conditions being fulfilled,
transferred Your Shares to Ecolab for the consideration in this
Offer;
(c) represented and warranted to and agreed with Ecolab that:
(i) on the date of registration of the transfer of Your
Shares to Ecolab, Your Shares will be free from all
mortgages, charges, liens and other encumbrances
(whether legal or equitable) of any kind;
(ii) on the date of registration of the transfer of Your
Fully Paid Shares to Ecolab, Your Fully Paid Shares
will be fully paid up;
(iii) you have full right, power and authority to sell and
transfer all of Your Shares to Ecolab in accordance
with the terms and conditions of this Offer; and
(iv) if for any reason, Ecolab does not receive any
certificate(s) for Your Shares or other documents in
relation to Your Shares (except for any of Your Shares
which are held in uncertificated form) then you must
promptly deliver to Ecolab the relevant certificate(s)
and/or other documents, or acceptable evidence of loss
or destruction and an acceptable indemnity in relation
to those certificates and/or other documents;
(d) authorised Ecolab (by its officers, servants or agents) to
complete on the Acceptance Form correct details of Your Shares,
fill in any blanks remaining on the Acceptance Form and rectify
any error in or omission from the Acceptance Form;
(e) if you signed the Acceptance Form in respect of Your Shares
which are uncertificated and which are in a CHESS Holding,
authorised Ecolab (or any of its officers, servants or agents)
to instruct your Controlling Participant to initiate acceptance
of the Offer in respect of those Gibson Shares in accordance
with the
<PAGE>
SCH Business Rules and take all other steps necessary under
the SCH Business Rules to accept the Offer in respect of
Your Shares; and
(f) irrevocably appointed Ecolab and each director of Ecolab from
time to time, as your attorney for you and on your behalf to:
(i) requisition and/or convene (or join in requisitioning
and/or convening) general meetings of Gibson in
accordance with the Articles of Association of Gibson
or section 246 or 247 of the Law;
(ii) consent to any such meetings being held on short notice;
(iii) attend and vote in respect of Your Shares at any and all
general meetings of Gibson;
(iv) request Gibson prior to registering the transfer of Your
Shares, to transmit Your Shares to such registers
maintained by or on behalf of Gibson as Ecolab may
specify; and
(v) execute all forms, notices, instruments (including an
instrument appointing a director of Ecolab as a proxy in
respect of any or all of Your Shares and any application
to Gibson for a replacement certificate in respect of any
certificate which has been lost or destroyed) and
resolutions relating to Your Shares and generally to
exercise all powers and rights which you may have as the
holder of those shares,
and to have agreed that in exercising the powers conferred by
that power of attorney any such director will be entitled to act
in the interests of Ecolab as the beneficial owner and intended
registered holder of Your Shares, provided that the appointment
will operate only if the contract resulting from the acceptance
of this Offer is or becomes unconditional.
- -------------------------------------------------------------------------------
7. CONDITIONS OF THIS OFFER
- -------------------------------------------------------------------------------
7.1 Subject to clause 7.3, this Offer and any contract that results from
the acceptance of this Offer are each conditional upon:
(a) the Treasurer of the Commonwealth of Australia ("Treasurer")
consenting unconditionally to or stating prior to the end of
the Offer Period that he has no objection under the Commonwealth
Government's foreign investment policy to the purchase by Ecolab
of all Gibson Shares in accordance with the Offers or the
Treasurer ceases to be entitled to make an order under the
Foreign Acquisitions and Takeovers Act 1975 in respect of that
purchase;
(b) none of the following occurrences happening during the period
commencing on 29 August 1997 and ending on the expiry of the
Offer Period:
<PAGE>
(i) any one or more of the provisions of the constituent
documents of Gibson or of a subsidiary of Gibson being
altered in any of the ways mentioned in subsection 193(l)
of the Law,
(ii) Gibson or a subsidiary of Gibson resolving to reduce its
share capital in any way;
(iii) Gibson or a subsidiary of Gibson:
(A) entering into a buy-back agreement; or
(B) resolving to approve the terms of a buy-back
agreement under subsections 206D(l) or 206E(l) of
the Law;
(iv) Gibson or a subsidiary of Gibson making an allotment of,
or granting an option to subscribe for, any of its shares
(of any class), or agreeing to make such an allotment or
grant such an option;
(v) Gibson or a subsidiary of Gibson issuing, or agreeing to
issue, convertible notes;
(vi) Gibson or a subsidiary of Gibson disposing, or agreeing
to dispose, of the whole, or a substantial part, of its
business or property;
(vii) Gibson or a subsidiary of Gibson charging, or agreeing to
charge, the whole, or a substantial part, of its business
or property;
(viii) Gibson or a subsidiary of Gibson resolving that it be
wound up;
(ix) the appointment of a provisional liquidator of Gibson or
of a subsidiary of Gibson;
(x) the making of an order by a court for the winding up of
Gibson or of a subsidiary of Gibson;
(xi) an administrator of Gibson, or of a subsidiary of Gibson,
being appointed under sections 436A, 436B or 436C of the
Law,
(xii) Gibson or a subsidiary of Gibson executing a deed of
company arrangement; or
(xiii) the appointment of a receiver, or a receiver and manager,
in relation to the whole, or a substantial part, of the
property of Gibson or of a subsidiary of Gibson.
7.2 Subject to the Law, the conditions in clause 7.1 (other than the
condition in clause 7.1(a)) are conditions subsequent and a breach or
non-fulfilment of any condition set out in clause 7.1 will not prevent
a contract arising from acceptance of this Offer. Those conditions
will not merge on completion of any contract arising from acceptance of
this Offer and may only be relied upon by Ecolab. The condition in
<PAGE>
clause 7.1(a) is a condition precedent, and any contract arising from
acceptance of this Offer will not become binding unless and until that
condition is fulfilled.
7.3 It is a term of this Offer that Ecolab, subject to and in accordance
with the Law, may declare this Offer and all other Offers made under
the Takeover Scheme and all contracts formed by acceptance of such
Offers, to be free from the conditions (or any one or more of them or
any part of any of them) set out in clause 7.1, other than the
condition in clause 7.1(a). Any declaration made under this clause
7.3 must be made by Ecolab not less than 7 days before the end of the
Offer Period, and a notice in that respect must be published in
accordance with the requirements of section 663 of the Law.
7.4 If at the time immediately after the end of the Offer Period in
respect of any condition in clause 7.1:
(a) Ecolab has not declared this Offer and all other Offers made by
Ecolab under the Takeover Scheme to be free from that condition;
(b) the Offers have not become free of that condition by virtue of
the operation of subsection 664(2) of the Law; or
(c) that condition has not been fulfilled;
all contracts resulting from the acceptance of Offers and all Offers
that have been accepted and from whose acceptance binding contracts
have not yet resulted, are void. In that event Ecolab will, if you
have accepted this Offer, return any Acceptance Form and other
documents forwarded by you, to your address as shown in the Acceptance
Form.
7.5 Ecolab agrees to take all reasonable steps to ensure the consent or
statement of no objection by the Treasurer referred to in clause 7.1(a)
is given.
7.6 Since 29 August 1997 Gibson has declared two dividends totalling $0.50
per fully paid Gibson Share ("Dividends"). Whether the Dividends in
relation to Your Shares are to be received by you or by Ecolab will
depend on whether your acceptance of this Offer is received by Ecolab
before or after 5.00pm on Friday 31 October 1997.
If your acceptance of this Offer is received by Ecolab before 5.00pm
on Friday 31 October 1997, Ecolab will be entitled to receive the
Dividends, in which case Ecolab will pay you $9.00 for each of Your
Fully Paid Shares (or $9.00 less the Unpaid Amount for each of Your
Partly Paid Shares),
If your acceptance of this Offer is received by Ecolab after 5.00pm
on Friday 31 October 1997, you will be entitled to receive the
Dividends for Your Fully Paid Shares and Ecolab will pay to you $8.50
for each of Your Fully Paid Shares (or, in respect of Your Partly Paid
Shares, $9.00 per share less both the Unpaid Amount and the amount of
the Dividends (if any)).
<PAGE>
There may be different taxation consequences for you depending on the
alternative chosen and you should consult your financial adviser as to
which alternative is better for you.
If you wish to accept the Offer so as to receive the Dividends you may
complete the acceptance form to provide that, whatever its date, it
will be taken to have been received on the later of actual receipt or
8 November 1997.
- -------------------------------------------------------------------------------
8. PAYMENT
- -------------------------------------------------------------------------------
8.1 If you validly accept (or are treated by Ecolab pursuant to clause 5.6
as having validly accepted) this Offer and:
(a) all of the conditions set out in clause 7.1 have been fulfilled;
or
(b) Ecolab has declared the Offers constituting the Takeover Scheme
to be free from those conditions to the extent that they have
not been fulfilled,
Ecolab will pay the consideration payable to you by cheque in
Australian dollars sent to you at your risk by pre-paid ordinary mail,
or, in the case of overseas shareholders by pre-paid airmail, to your
address shown on the Acceptance Form within 14 days after the Offer is
accepted by you or the Offer or the contract resulting from acceptance
of the Offer becomes unconditional, whichever is the later, but in any
event not later than 21 days after the end of the Offer Period.
- -------------------------------------------------------------------------------
9. WITHDRAWAL
- -------------------------------------------------------------------------------
Subject to compliance with section 653 of the Law and any conditions imposed
pursuant to that section, Ecolab may withdraw this Offer.
- -------------------------------------------------------------------------------
10. VARIATION OF THE OFFER
- -------------------------------------------------------------------------------
Ecolab may at any time, and from time to time, vary this Offer in accordance
with sections 654 to 661 of the Law.
- -------------------------------------------------------------------------------
11. ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
11.1 According to information provided by Gibson's share registry, as at
the date of this Offer the total number of Gibson Shares on issue is
22,441,126 (being 22,258,126 fully paid and 183,000 partly paid
shares).
<PAGE>
11.2 Immediately before this Offer was sent, Ecolab was entitled to
3,559,202 fully paid Gibson Shares, being approximately 15.86% of the
Gibson Shares on issue at that date.
11.3 The date of publication of the notice referred to in subsection 663(4)
of the Law is 7 November 1997, subject to variation in accordance with
section 663(5) of the Law if the Offer Period is extended.
11.4 All stamp duty payable on transfers of Gibson Shares in respect of
which Offers are accepted will be paid by Ecolab.
11.5 This Offer is accompanied by a copy of the Part A Statement.
- -------------------------------------------------------------------------------
12. NOTICES
- -------------------------------------------------------------------------------
12.1 Any notice, nomination or other communication to be given by Ecolab to
you under this Offer will be deemed to be duly given if it is in
writing and is signed or purports to be signed (whether in manuscript,
printed or reproduced in any form) on behalf of Ecolab by any of its
directors or secretaries and is delivered to or sent by post in a
pre-paid envelope to your address as recorded on the register of
members of Gibson.
12.2 Any notice or other communication given by you to Ecolab in connection
with this Offer will be deemed to be duly given if it is in writing and
is sent by post to Ecolab at the following address:
C/o Coopers & Lybrand Securities Registration Services
Locked Bag A14
SYDNEY SOUTH NSW 1232
Telephone: (02) 9285 7111
Facsimile: (02) 9285 5473
- -------------------------------------------------------------------------------
13. INTERPRETATION
- -------------------------------------------------------------------------------
13.1 IN THIS OFFER:
"ACCEPTANCE FORM" means the form of acceptance and transfer enclosed with this
Offer;
"ASX" means Australian Stock Exchange Limited;
"CHESS" means the Clearing House Electronic Subregister System operated by SCH;
"CHESS HOLDING" means a holding of Gibson Shares on the CHESS subregister of
Gibson;
"COMMISSION" means the Australian Securities Commission;
<PAGE>
"CONTROLLING PARTICIPANT" means the Broker or Non-Broker Participant designated
as the controlling participant for Gibson Shares in accordance with the SCH
Business Rules;
"DISTINCT PORTIONS" has the meaning attributed to that phrase in the Law in
respect of Gibson Shares;
"ECOLAB" means Ecolab Australia Pty Limited ACN 079 704 939 of Level 26, 50
Bridge Street, Sydney NSW;
"GIBSON" means Gibson Chemical Industries Limited ACN 004 494 802 of 350
Reserve Road, Cheltenham, Victoria;
"GIBSON SHARES" means the ordinary shares of $0.50 each in Gibson on issue at
the date the Offers are sent;
"LAW" means the Corporations Law;
"OFFER" means the offer contained in this document (or if the context so
requires, this document itself) and "Offers" means all like offers sent to
holders of Gibson Shares (or persons entitled to receive such Offers);
"OFFER PERIOD" means the period, referred to in clause 3, during which this
Offer remains open for acceptance;
"PART A STATEMENT" means the Part A Statement registered in relation to the
Takeover Scheme (a copy of which accompanies this Offer);
"RIGHTS" means all accretions and rights accrued or accruing directly or
indirectly to the Gibson Shares at the time of and following 29 August 1997
including, without limitation, all rights to receive dividends and to receive,
convert to or subscribe for Gibson Shares (whether under a dividend
reinvestment plan, option or otherwise), stock units, notes, options or other
marketable securities, whether declared paid or issued by Gibson or otherwise;
"SCH" means the Securities Clearing House approved under the Law;
"SCH BUSINESS RULES" means the business rules of SCH from time to time;
"TAKEOVER SCHEME" means the takeover scheme constituted by the Offers for
Gibson Shares;
"UNPAID AMOUNT" means the amount of capital (including premium) which, at the
date of acceptance by you of the Offer, has not yet been paid on Your Partly
Paid Share;
"YOUR FULLY PAID SHARES" means, subject to clause 4, the fully paid Gibson
Shares in respect of which you are registered or entitled to be registered as
holder in the register of members of Gibson;
<PAGE>
"YOUR PARTLY PAID SHARES" means, subject to clause 4, the partly paid Gibson
Shares in respect of which you are registered or entitled to be registered as
holder in the register of members of Gibson;
"YOUR SHARES" means Your Fully Paid Shares and Your Partly Paid Shares; and
unless the context otherwise requires, other words and phrases used in this
Offer have the same meaning as attributed to them by the Law or the SCH
Business Rules, as the case may be.
13.2 Headings are for ease of reference only and do not affect the
interpretation of this Offer.
13.3 References to Clauses are references to clauses in this Offer.
13.4 The singular includes the plural and the plural includes the singular.
A reference to a person includes a reference to a corporation.
13.5 Unless otherwise indicated, a reference to "dollars" or "$" means the
lawful currency of the Commonwealth of Australia.
13.6 References to any law are references to that law as amended,
consolidated, supplemented or replaced from time to time.
13.7 References to time are references to Sydney time.
DATED 15 October 1997
SIGNED for and on behalf of )
ECOLAB AUSTRALIA PTY LIMITED )
by its duly authorised representative )
in the presence of: )
/s/ Graham Young /s/ Lawrence T. Bell
- ----------------------------------- --------------------------------------
Signature of witness Signature of authorised representative
Graham Young Lawrence T. Bell
- ----------------------------------- --------------------------------------
Name of witness (please print) Name of authorised representative
(please print)
<PAGE>
A copy of this Part A Statement has been registered by the Australian
Securities Commission ("Commission") on 1 September 1997. Neither the
Commission nor any of its officers takes any responsibility as to the contents
of this Statement.
PART A STATEMENT RELATING TO
PROPOSED OFFERS
BY
ECOLAB AUSTRALIA PTY LIMITED
ACN 079 704 939
A WHOLLY OWNED SUBSIDIARY OF ECOLAB INC.
FOR ALL SHARES IN
GIBSON CHEMICAL INDUSTRIES LIMITED
ACN 004 494 802
<PAGE>
- --------------------------------------------------------------------------------
1. INTERPRETATION
- --------------------------------------------------------------------------------
In this Statement:
"ASX" means Australian Stock Exchange Limited;
"COMMISSION" means the Australian Securities Commission;
"DOLLAR" and "$" means the lawful currency of the Commonwealth of Australia;
"ECOLAB" means Ecolab Australia Pty Limited a company incorporated in New South
Wales having its registered office at Level 26, 50 Bridge Street, Sydney NSW
2000;
"ECOLAB GROUP" means Ecolab Inc. of Ecolab Center, 370 Wabasha Street N.,
St Paul, MN 55102, USA and its subsidiaries;
"FULLY PAID SHARES" means the fully paid ordinary shares of 50 cents each par
value in Gibson on issue at the date the Offers are sent;
"GIBSON" means Gibson Chemical Industries Limited ACN 004 494 802, a company
incorporated in Victoria, having its registered office at 350 Reserve Road,
Cheltenham, Victoria;
"GIBSON SHARES" means the Fully Paid Shares and the Partly Paid Shares;
"LAW" means the Corporations Law;
"OFFERS" means the proposed offers by Ecolab for Gibson Shares to which this
Statement relates;
"PARTLY PAID SHARES" means the partly paid ordinary shares of 50 cents each par
value in Gibson on issue at the date the Offers are sent;
"UNPAID AMOUNT" means the amount of capital (including premium) which, at the
date of acceptance of the Offer by the holder of a Partly Paid Share, has not
yet been paid on that Partly Paid Share; and
words and phrases which have meanings given to them for the purposes of Chapter
6 of the Law or in the document by which the Offers are made bear those
meanings in this Statement.
- --------------------------------------------------------------------------------
2. OFFERS
- --------------------------------------------------------------------------------
2.1 Ecolab proposes to dispatch Offers constituting a Takeover Scheme to
acquire all of the Gibson Shares for a consideration of $9.00 cash for
each Fully Paid Share and
<PAGE>
$9.00 cash (less the Unpaid Amount) for each Partly Paid Share. Gibson
shareholders may accept the Offers only in respect of all (but not some
only) of their Fully Paid Shares and/or all (but not some only) of
their Partly Paid Shares.
2.2 Full particulars of the Offers which Ecolab proposes to make are
contained in the copy of one of the proposed Offers which accompanies
this Part A Statement, except that the following details will be
inserted in the relevant places in the Offers before they are sent:
(a) the date of the Offers;
(b) the date until which the Offers will remain open unless extended
or withdrawn;
(c) the date upon which the notice under sub-section 663(4) of the
Law is to be published, and
(d) the number of Gibson Shares on issue and the number of those
shares to which Ecolab is entitled immediately before the Offers
are sent.
- --------------------------------------------------------------------------------
3. INTENDED OFFER PERIOD
- --------------------------------------------------------------------------------
The Offers are intended to remain open for acceptance for a period from and
including the date of the Offers and ending at 5 pm on the date which is one
month after the date of the Offers unless extended in accordance with their
terms or withdrawn in accordance with the Law.
- --------------------------------------------------------------------------------
4. DIRECTORS OF ECOLAB
- --------------------------------------------------------------------------------
The names, occupations and addresses of all of the directors of Ecolab at the
date of this Statement are:
David Stephen Brett, businessman, of 17 Walpole Place, Wahroonga, NSW
Graham John Rostron Young, businessman, of 10 Wattle Street, Killara,
NSW
Kenneth Allan Iverson, corporate officer, of 1565 Red Cedar Road,
Eagan, Minnesota, USA, and
Lawrence Thomas Bell, corporate officer, of 351 Wyndham Circle East,
New Brighton, Minnesota, USA.
- --------------------------------------------------------------------------------
5. PRINCIPAL ACTIVITIES OF ECOLAB AND ECOLAB GROUP
- --------------------------------------------------------------------------------
Ecolab has been established to act as the offeror for the Offer and has no
other activities. Ecolab is part of a group of companies, the ultimate parent
of which is Ecolab Inc. Ecolab Inc. is a company incorporated in the State of
Delaware in the United States.
<PAGE>
The principal activities of the Ecolab Group are the development and marketing
of premium products and services for the hospitality, institutional and
industrial markets. The Ecolab Group provides cleaning, sanitising, water
care, pest elimination and maintenance products, systems and services primarily
to hotels and restaurants, foodservice, healthcare and educational facilities,
quickservice (fast-food units), commercial and institutional laundries, light
industry, dairy plants and farms, and food and beverage processors.
The Ecolab Group operates directly in 30 countries in North America, Asia
Pacific, Latin America and Africa. In Europe, Ecolab Group operates in a joint
venture with Henkel KGaA of Dusseldorf, Germany which does business in 23
countries.
The Ecolab Group carries on business in Australia through Ecolab Pty Ltd, an
Australian subsidiary of Ecolab Inc and the immediate parent company of Ecolab.
Ecolab Pty Ltd manufactures and sells cleaning, sanitizing and maintenance
products for the hospitality, institutional and industrial markets. For
hospitality and institutional customers, representative products include
cleaners and sanitizers for dish washing, on-premise laundries, floor cleaning,
and general housekeeping applications. For industrial customers,
representative products include cleaners, sanitizers and lubricants for dairy
plants, meat and poultry plants, breweries, soft-drink bottling plants and food
processing plants.
Ecolab Pty Ltd operates three factories in Australia, being one each in Sydney,
Melbourne and Brisbane. It sells product manufactured in these plants as well
as certain products imported from Ecolab Inc.'s non-Australian plants. Its
principal office is in Sydney. It has additional sales offices located in
Melbourne, Brisbane, Perth and Adelaide.
Overall, Ecolab Pty Ltd has annual revenue of approximately $30 million and
employs about 150 people.
For the year ended 31 December 1996, Ecolab Group reported sales of
approximately $2 billion and, including European joint venture sales of $1.2
billion, the global sales coverage of Ecolab Group was approximately $3.2
billion. Ecolab Inc. is listed on the New York Stock Exchange and the Pacific
Stock Exchange and has a market capitalisation of approximately $3.8 billion.
- --------------------------------------------------------------------------------
6. ECOLAB'S ENTITLEMENT TO GIBSON SHARES
- --------------------------------------------------------------------------------
6.1 Ecolab is entitled at the date of this Statement to 3,343,727 Fully
Paid Shares (being approximately 14.9% of all issued voting shares of
Gibson) by reason of it being the beneficial owner of those shares.
The shares are registered or to be registered as follows:
NAME OF HOLDER NUMBER HELD
Graham J R Young 100
Brispot Nominees Pty Ltd 3,343,627
6.2 Ecolab is not entitled to any other marketable securities of Gibson.
<PAGE>
- --------------------------------------------------------------------------------
7. TRANSACTIONS IN GIBSON BY ECOLAB OR ITS ASSOCIATES DURING PREVIOUS FOUR
MONTHS AND TRANSACTIONS IN ECOLAB
- --------------------------------------------------------------------------------
7.1 During the four months immediately preceding the date on which this
Statement is lodged for registration with the Commission, the only
acquisitions or disposals of Gibson Shares by Ecolab or any associate
of Ecolab were the following:
ACQUISITIONS OF FULLY PAID SHARES ON AUSTRALIAN STOCK EXCHANGE LIMITED
DATE QUANTITY PRICE PER SHARE
18 August 1997 249,890 $7.10
20 August 1997 3,093,737 $8.00
DISPOSALS
None.
7.2 The only acquisitions or disposals of shares in Ecolab made by Ecolab
or its associates during the four months immediately preceding the date
on which this Statement is lodged for registration with the Commission
were that Ecolab Pty Ltd subscribed for two fully paid ordinary shares
in Ecolab on 22 August 1997 at a price of $1.00 per share.
The two subscriber shares in Ecolab, held by its incorporators, were
redeemed on the same day.
- --------------------------------------------------------------------------------
8. NO PRE-EMPTION CLAUSE
- --------------------------------------------------------------------------------
As far as Ecolab is aware, the constituent documents of Gibson are its
Memorandum and Articles of Association. They contain no restriction on the
right to transfer Gibson Shares that has the effect of requiring the holders of
Gibson Shares, before transferring them, to offer them for purchase to the
members of Gibson or to any other person.
- --------------------------------------------------------------------------------
9. HOW CASH CONSIDERATION TO BE PROVIDED
- --------------------------------------------------------------------------------
The maximum cash amount that would be required if all the Offers for all Gibson
Shares were accepted is $200,270,106.50.
<PAGE>
Ecolab Inc. has irrevocably and unconditionally undertaken to Ecolab that it
will make available to Ecolab all necessary funds to acquire all Gibson Shares.
Ecolab Inc. has existing unutilised committed credit lines of US$225 million
under a Multicurrency Credit Agreement with a group of seven banks, led by
Citibank, N.A. (as agent) and Morgan Guaranty Trust Company of New York (as
co-agent) further details of which are specified in Annexure K. The only
conditions precedent to the availability of funds under this Multicurrency
Credit Agreement are those which typically apply to facilities of this kind,
including:
(a) the payment of fees and execution of facility documents by
Ecolab Inc. and its subsidiaries;
(b) that certain representations and warranties as to the affairs
and status of Ecolab Inc. and its subsidiaries are and remain
correct; and
(c) that no specified events of default by Ecolab Inc. or its
subsidiaries have occurred.
The conditions precedent for this facility are summarised in Annexure L.
Ecolab believes that all relevant conditions precedent will be satisfied at the
time it will require funding from Ecolab Inc. as described above.
The US$225 million credit line will be sufficient to cover the maximum cash
amount for the Offers provided that the exchange rate for an A$1.00 does not
increase above approximately US$1.12. (As at 29 August 1997, the exchange rate
for an A$1.00 was approximately US$0.74). However, Ecolab Inc is considering
entering into a A$-denominated credit line with Citibank N.A. In this case,
Ecolab Inc would make available the funds under that credit line to Ecolab on
request. If such a credit line is entered into, it will not affect the
availability of funds under the Multicurrency Credit Agreement.
In addition, Ecolab Pty Ltd, which holds all the shares of Ecolab, has entered
into a committed loan agreement with Citibank, N.A. for $40 million, which
funds Ecolab Pty Ltd has unconditionally agreed to provide as capital to Ecolab
(in the form of 100,000 $1.00 ordinary shares to be issued at a premium of
$99.00 each and 3 million redeemable preference shares to be issued at a
premium of $9.99 each ) to acquire Gibson Shares, on request. The terms of the
redeemable preference shares are set out in Annexure M. Ecolab Inc. has
guaranteed to Citibank, N.A. the repayment of that loan. The only conditions
precedent to the availability of funds under this committed loan agreement are
those which typically apply to facilities of this kind including:
(a) that certain representations and warranties as to the affairs
and status of Ecolab Pty Ltd and its subsidiaries are and remain
correct; and
(b) that no specified events of default by Ecolab Pty Ltd or by the
Ecolab Group have occurred.
The conditions precedent for this facility are summarised in Annexure N.
Ecolab believes that all relevant conditions precedent will be satisfied at the
time it will require capital funding from Ecolab Pty Ltd as described above.
<PAGE>
Ecolab expects that its funding requirements initially will be provided to it
by Ecolab Pty Ltd in the manner and from the facility described above.
- --------------------------------------------------------------------------------
10. NO BENEFITS TO OFFICERS OF GIBSON
- --------------------------------------------------------------------------------
Ecolab does not propose in connection with the Offers that:
(a) a benefit (being a prescribed benefit for the purposes of the
Law) other than an excluded benefit within the meaning of the
Law will or may be given to a person in connection with the
retirement of a person from an office that, in relation to
Gibson, is a prescribed office for the purpose of the Law; and
(b) a benefit (being a prescribed benefit for the purpose of the
Law) will or may be given to a person, who in relation to Gibson
would be a prescribed person for the purpose of the Law, in
connection with the transfer of the whole or any part of the
undertaking or property of Gibson.
- --------------------------------------------------------------------------------
11. NO AGREEMENT BETWEEN ECOLAB AND THE DIRECTORS OF GIBSON
- --------------------------------------------------------------------------------
There is no agreement between Ecolab and any of the directors of Gibson in
connection with, or conditional upon, the outcome of the Takeover Scheme.
- --------------------------------------------------------------------------------
12. CHANGE IN FINANCIAL POSITION OF GIBSON
- --------------------------------------------------------------------------------
So far as is known to Ecolab the only changes in the financial position of
Gibson since 30 June 1996 (being the date of the last balance sheet laid before
Gibson in general meeting) are as announced to ASX. Copies of all
announcements to the ASX which reflect changes to the financial position of
Gibson since the balance date for the accounts for the year ended 30 June 1996
are attached.
In summary, the announcements were:
(a) NEW CHAIRMAN-ELECT - 8 JULY 1996 (ANNEXURE A)
Mr Richard F E Warburton was appointed as Chairman-elect to
succeed Mr F C Lawson.
(b) FINANCIAL AND STATUTORY REPORTS FOR THE YEAR ENDED 30 JUNE
1996 - 11 SEPTEMBER 1996
These financial statements and reports relate to the period up
to 30 June 1996 (and for this reason have not been attached to
this Part A Statement), except that they
<PAGE>
disclose that a fully franked final dividend of 14.0 cents per
share was declared for 1996, to be paid on 13 November 1996.
(c) NOTICE OF ANNUAL GENERAL MEETING - 23 OCTOBER 1996 (ANNEXURE B)
An Employee Share Acquisition Plan was proposed to be
established, under which Gibson Shares could be issued to
employees, including certain executive directors of Gibson.
(d) PURITAN/CHURCHILL CHEMICAL COMPANY - 22 OCTOBER 1996
(ANNEXURE C)
A US subsidiary of Gibson, Puritan/Churchill Chemical Company,
agreed to sell and license to S.C. Johnson & Son, Inc. its range
of retail products sold predominantly to supermarkets for
in-store cleaning and sanitising. The sale proceeds will be
used for growth in the Gibson group.
(e) RESIGNATION OF DIRECTOR - 6 NOVEMBER 1996 (ANNEXURE D)
Mr Tom Reynolds resigned as a director of Gibson.
(f) ADDRESS TO ANNUAL GENERAL MEETING - 13 NOVEMBER 1996 (WITH
ADDENDUM DATED 14 NOVEMBER 1996) (ANNEXURE E)
The Group Managing Director discussed the group's performance
for the year ended 30 June 1996 and announced that competition
continued to be intense in all of Gibson's major markets.
Management of some businesses had been reviewed and changed.
The group's financial position continued to be sound. Sales for
the first quarter of the 1996/1997 financial year showed an
increase over the previous year, although profits were
marginally down.
The pre-tax profit on the sale of the retail business of
Puritan/Churchill Chemical Company would be approximately
$11,000,000.
(g) RETIREMENT OF DIRECTORS - 14 NOVEMBER 1996 (ANNEXURE F)
Mr Francis C Lawson and Mr David H Hume retired as directors
of Gibson.
(h) NEW CHAIRMAN AND RETIREMENT OF DIRECTOR - 18 NOVEMBER 1996
(ANNEXURE G)
Mr Richard F E Warburton was appointed Chairman of the Board of
Directors following the retirement of Mr F C Lawson.
(i) JOINT VENTURE - CHEMETALL GMBH - 19 FEBRUARY 1997 (ANNEXURE H)
A subsidiary of Gibson entered into a joint venture with
Chemetall GmbH for the manufacture of chemicals used in
preparing metal and plastic surfaces for final coating.
<PAGE>
(j) HALF-YEARLY ANNOUNCEMENT TO 31 DECEMBER 1996 - 13 MARCH 1997
(ANNEXURE I)
Compared with the previous corresponding period, sales were up
6.3% to $84,038,000, operating profit before abnormal items and
tax was down 4.8% to $7,521,000, and operating profit after tax
attributable to members was up 166.9% to $13,124,000.
The major impact on the group's results during the half year was
the sale of part of the business of Puritan/Churchill Chemical
Company, resulting in an abnormal profit before tax of
$13,582,000.
A fully franked interim dividend of 14.0 cents per share was
declared to be paid on 7 May 1997.
(k) ACQUISITION OF INTERGRAIN TIMBER FINISHES PTY LTD - 4 JULY 1997
(ANNEXURE J)
A subsidiary of Gibson purchased Intergrain Timber Finishes Pty
Ltd for an undisclosed price. The company manufactures high
quality water-based timber finishes.
- --------------------------------------------------------------------------------
13. NO AGREEMENTS RELATING TO TRANSFER OF GIBSON SHARES BY ECOLAB
- --------------------------------------------------------------------------------
There is no present agreement, arrangement or understanding whereby any Gibson
Shares acquired by Ecolab pursuant to the Offers will or may be transferred to
any other person.
- --------------------------------------------------------------------------------
14. NO ESCALATION AGREEMENT
- --------------------------------------------------------------------------------
There is no agreement, arrangement or understanding for the acquisition of
Gibson Shares by Ecolab or by a person associated with Ecolab (within the
meaning of Section 609 of the Law) being an agreement, arrangement or
understanding under which the person or either or any of the persons from whom
Gibson Shares have been or are to be acquired or an associate of that person or
of either or any of those persons may, at any time after an Offer is sent,
become entitled to any benefit, whether by way of receiving an increased price
for those Gibson Shares or by payment of cash or otherwise, that is related to,
dependent upon, or calculated in any way by reference to the consideration
payable for Gibson Shares acquired after the agreement, arrangement or
understanding was entered into.
<PAGE>
- --------------------------------------------------------------------------------
15. ECOLAB'S PRESENT INTENTIONS ABOUT BUSINESS, ASSETS AND EMPLOYEES OF GIBSON
- --------------------------------------------------------------------------------
15.1 UPON ACQUISITION OF ALL VOTING SHARES OF GIBSON
Subject to the terms of the Offer, Ecolab seeks to acquire all voting shares of
Gibson. The following outlines its intention if this occurs.
An internal management presentation given to the board of Ecolab Inc in August
1997 (the "Presentation") presented this acquisition as the single largest
international opportunity in Ecolab's core businesses outside of Japan.
Ecolab or the Ecolab Group will, in the ordinary course of its management,
fully review the business, assets and organisation of Gibson to evaluate
performance, profitability and prospects in the light of information then
available to it. This review will also focus on identifying opportunities to
eliminate duplication of functions between Gibson and other companies in the
Ecolab Group, and improve productivity and competitiveness of Gibson's business.
Ecolab is not presently in a position to speculate as to the outcome of that
review, and has not formed any intentions as to the actions it may take as a
consequence of it, except as set out below.
It is Ecolab's present intention, subject to the above review and subject as
otherwise referred to below, to:
(a) continue the business of Gibson generally without making any
major changes to the business or redeploying Gibson's fixed
assets;
(b) to the extent possible (having regard to legal obligations and
market conditions), quickly combine the operational activities
of Ecolab Pty Ltd and Gibson, subject to the review referred to
above, this may lead to the sale of surplus facilities and real
estate, of Gibson and/or Ecolab;
(c) eliminate some duplication of functions arising as a result of
the acquisition of Gibson. The key areas of duplication are
expected to arise in the corporate office functions of Gibson
such as administration, finance and public company compliance
and reporting functions, and may arise in the manufacturing,
marketing, distribution, logistics and R & D functions. The
Presentation recommended that Ecolab should move decisively to
cut costs.
In regard to paragraphs (b) and (c) above, the Presentation forecast that
revenues of Gibson could be static in the first year after acquisition and
then, under Ecolab's management and guidance, and with its assistance, could
grow by 7.5% per year for each of the next two years, with operating income in
the range of 10% to 14% of revenues each year, and that total synergies of
approximately US$10.7 million (approximately A$14.3 million), being 9% of
revenue, could be achieved over two years post-acquisition. The Presentation
took the
<PAGE>
position that synergy benefits could be found in the following areas, namely,
personnel (US$6.3 million), office/facilities (US$0.8 million),
materials/manufacturing (US$1.2 million), freight/warehouse (US$l million),
public company costs (US$0.5 million) and other areas (US$0.9 million).
These forecasts are preliminary, are based on limited information, and will be
reviewed in the course of the full review referred to above.
The Presentation also identified "the primary business risks associated with
the transaction:
- Achieving forecast sales growth
- Achieving forecast synergies
- Successfully leveraging our leading position in Australia/New Zealand
as a platform for further development of Southeast Asia
- Risk of being trapped with a minority shareholding in the unlikely
event that the tender offer fails and no rival bidder emerges".
Ecolab's present intentions (as outlined immediately above) are founded on
Ecolab's current belief, based on detailed analysis of the information publicly
available and its general knowledge of the industry in which Gibson operates.
In particular, Ecolab believes that Gibson represents a tight strategic fit
with Ecolab, in relation to geographical coverage and on lines of business.
The table below shows the complementary strengths of Ecolab and Gibson which
Ecolab believes could result in additional customer opportunities:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
ECOLAB GCI BENEFIT
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Positioning Quality Quality Consistent
- -------------------------------------------------------------------------------------------
Pricing Premium Premium Strong Margins
- -------------------------------------------------------------------------------------------
Market Sector Strength Hotel/Restaurants Health Care Leverage Ecolab
Offerings in Healthcare
- -------------------------------------------------------------------------------------------
Product Line Strength Warewashing Laundry Hand Care Cross-Selling
Disinfectants Opportunities
- -------------------------------------------------------------------------------------------
Geographical Strength New South Wales Victoria Complementary
Market Coverage
- -------------------------------------------------------------------------------------------
</TABLE>
In terms of geography in Australia, for example, the focus of Ecolab Pty Ltd is
in New South Wales and Ecolab understands that the focus of Gibson is in
Victoria. In the Pacific region, Ecolab expects that the acquisition of Gibson
will significantly increase the size of the Ecolab Group's New Zealand
operations as well as to expand the overall scale and resources of the Ecolab
Group's operations in the region. The Presentation said that the acquisition
of Gibson would be a solid base for further development of Southeast Asia.
Ecolab is also considering establishing its South-east Asian Regional
Headquarters in Australia.
<PAGE>
In terms of business, the 1996 annual report for Gibson indicates that it has
six business groups:
(a) maintenance chemicals (including hospitality, laundry and health
care markets);
(b) water treatment (including commercial water treatment,
industrial water treatment and process chemicals divisions);
(c) automotive (specialty sealants);
(d) thermochemical (steel making processes);
(e) biological; and
(f) retail (branded products sold through a network of distributors
and retailers).
The Ecolab Group operates in similar business areas to those outlined in
paragraphs (a), (b) and (e) above. The business areas referred to in
paragraphs (c), (d) and (f) have been identified by Ecolab as "non-core" and,
in the review referred to above, will be evaluated and, if indicated,
considered for divestiture. The Presentation took the position that, if a
decision were to subsequently be made to divest any business identified as
"non-core", segregating that business from Gibson's other businesses should be
relatively easy. Ecolab understands that the non-core businesses in aggregate
account for 25% of Gibson's revenue.
Ecolab's present expectation is that Gibson's people, products and geographical
coverage will complement the business of Ecolab Pty Ltd and enable Ecolab Pty
Ltd and Gibson to strengthen service to their customers.
Ecolab understands that Gibson carries on business activities in Australia, New
Zealand, South-east Asia, the United Kingdom and the United States of America.
If the Offer is successful, Ecolab presently intends that, if possible and
subject to agreement with Henkel, it would cause Gibson to transfer its shares
in the company carrying on the United Kingdom business to the Henkel-Ecolab
joint venture (referred to in paragraph 5 above) at an arm's length cash price,
which moneys would be used for Gibson's working capital. Ecolab understands
that Gibson's United Kingdom business accounts for approximately 7% of Gibson's
annual revenue. Ecolab presently intends, pending review, that it will not
cause Gibson to divest any other subsidiaries of Gibson.
A factor influencing Ecolab's take-over offer is its view that there is scope
for significant improvements in efficiency and reduction of costs to result
from the integration of business referred to above. This is likely to result
in some redundancies in employment. The Presentation anticipated that this
would represent about 150 of Gibson's approximately 1,000 employees. The result
is that Ecolab presently intends to continue the employment of most of Gibson's
employees. Where Ecolab's review of the areas in which there is a duplication
of functions identifies positions that are no longer required, the Ecolab Group
will endeavour to offer suitable alternative employment to the affected
employees. If suitable alternative employment is not available, then any
affected employees may be made redundant and Ecolab will ensure that those
employees are compensated for all applicable contractual, award and legislative
entitlements.
<PAGE>
The above intentions have been formed on the basis of limited information and
without the benefit of any detailed review of Gibson's businesses. Following
the review described above, it will be a matter for the Board of Gibson to
determine the extent to which the actions referred to above are to be
implemented (if at all).
15.2 UPON ACQUISITION OF A MAJORITY BUT NOT ALL VOTING SHARES OF GIBSON
Ecolab believes the intended review and action detailed in 15.1 to be in the
best interests of Gibson. Ecolab presently intends that, in the event that
Ecolab acquires more than 50%, but less than all, of the voting shares of
Gibson, it will take all steps available to it to cause Gibson to implement
that review and action to the maximum extent possible having regard to the
legitimate interests of minority shareholders.
15.3 UPON ACQUISITION OF ONLY A MINORITY OF VOTING SHARES OF GIBSON
If the Offer closes and Ecolab remains a minority shareholder of Gibson, Ecolab
may seek representation on the board of Gibson, pending review at that time.
15.4 BOARD OF DIRECTORS OF GIBSON
If Ecolab acquires more than 50% of the voting shares of Gibson, it is the
present intention of Ecolab that the board of directors of Gibson should be
reconstituted such that a majority of the board of Gibson would comprise
nominees of Ecolab. Ecolab expects that it will be necessary to seek the
removal of most of the current board to achieve this outcome.
15.5 COMPULSORY ACQUISITION AND DELISTING
If it becomes entitled to do so under the Law, Ecolab intends to utilise the
compulsory acquisition procedures under the Law to acquire all outstanding
Gibson Shares.
If it becomes necessary to do so, Ecolab intends to facilitate compulsory
acquisition by seeking a modification of the Law from the Commission. The form
of modification sought will be in accordance with the Commission's published
policy, and will (if granted) allow Ecolab to disregard certain Gibson
shareholders (such as those who remain untraceable despite Ecolab's reasonable
efforts to locate them) when calculating whether three quarters of them by
number have disposed of their Gibson Shares to Ecolab or have ceased to be
registered as the holders of Gibson Shares.
If following the Offers, the number of holders of Gibson Shares and the size of
their shareholdings does not meet the requirements for Gibson to maintain its
listing on ASX, Ecolab will seek the delisting of Gibson.
- --------------------------------------------------------------------------------
16. OTHER MATERIAL INFORMATION
- --------------------------------------------------------------------------------
The largest shareholder in Ecolab Inc. is Henkel. Henkel and its affiliates
own approximately 23.9% of Ecolab Inc.'s voting shares. Henkel is a German
chemical company and one of the world's major producers of oleochemicals
(compounds used in soaps, cosmetics and
<PAGE>
detergents) and metal surface treatments. Henkel's share ownership in Ecolab
Inc. is subject to a stockholder's agreement containing certain restrictions
pertaining to, among other things, maximum stockholding, transfer and voting
rights. Pursuant to the stockholder's agreement, Henkel is precluded from
acquiring more than 26% of Ecolab Inc.'s issued shares prior to 11 July 2000
and 30% thereafter through the period of the stockholder's agreement (which
runs to 26 June 2009) or from acting alone or in concert with others to control
or influence Ecolab Inc. In general, Henkel has agreed to vote its shares in
accordance with the recommendations or directions of Ecolab Inc.'s Board of
Directors or pro rata in the same manner and proportion that votes of the other
shareholders of Ecolab Inc. (other than Henkel and officers and directors of
Ecolab Inc.) have been cast. However, any vote with respect to transactions
which could have a material effect upon Henkel's investment including
dispositions, recapitalizations and dissolutions of Ecolab Inc., may be cast at
Henkel's sole discretion. Henkel also is entitled to designate nominees for
election to the Board of Directors proportionate to the percentage of its
holding of shares in Ecolab Inc. (rounded to the nearest whole number).
Currently, Henkel has designated for election three of Ecolab Inc.'s thirteen
directors.
No vote of the Ecolab Inc.'s stockholders is required in connection with the
Offers.
Henkel controls the day-to-day operations of the Henkel-Ecolab European joint
venture. Henkel has its own operations in Australia which compete directly
with part of the operations of the Gibson group but which do not compete with
Ecolab Pty Ltd's operations.
There is no agreement, arrangement or understanding between Henkel and the
Ecolab Group for Ecolab to cause the sale of any business unit of Gibson to
Henkel nor does Ecolab have any present intention to do so.
Ecolab understands, from Gibson, that in February 1997 Gibson commenced a joint
venture with Chemetall GmbH, a German company and major worldwide competitor of
Henkel (see Annexure H). Ecolab is not in possession of any information that
permits it to determine the impact of a successful offer on this joint venture,
except that, Ecolab has been informed by Gibson that Chemetall has rights under
the joint venture to terminate it upon a change in shareholding in Gibson, and
that it is extremely probable that Chemetall will exercise those rights if
Ecolab acquires an unspecified quantity of shares of Gibson.
Ecolab has obtained a modification of section 634 of the Corporations Law from
the Commission to allow the Offer to be for both Fully Paid Shares and Partly
Paid Shares. Without this modification, Ecolab would have been required to
make separate offers for the Fully Paid Shares and the Partly Paid Shares. The
modification is in accordance with the Commission's published standard form of
relief and is attached as Annexure O.
There is no other information material to the making of a decision by a holder
of Gibson Shares whether or not to accept the Offer, being information that is
known to Ecolab and which has not previously been disclosed to holders of
shares in Gibson, except as contained elsewhere in this Statement.
DATED 29 August 1997.
<PAGE>
SIGNED by Lawrence T Bell and Graham J R Young, directors of Ecolab, authorised
to sign this Statement pursuant to a resolution passed at a meeting of the
directors of Ecolab held on 28 August, 1997.
/s/ Lawrence T. Bell /s/ Graham Young
- ---------------------------------- ----------------------------------------
Director Director
<PAGE>
- -------------------------------------------------------------------------------
PART B STATEMENT
- -------------------------------------------------------------------------------
PART B STATEMENT BY GIBSON CHEMICAL INDUSTRIES LIMITED (ACN 004 494 802)
PURSUANT TO PARTS 6.4 AND 6.12 OF THE CORPORATIONS LAW
This Part B Statement issued by Gibson Chemical Industries Limited (ACN 004 494
802) (GIBSON) is in respect of offers (OFFERS) for the acquisition of Gibson
Shares made by Ecolab Australia Pty Ltd (ECOLAB) dated 15 October 1997 and to
which the Part A Statement of Ecolab dated 29 August 1997 relates.
1. DIRECTORS
The names, occupations and addresses of the directors of Gibson are
as follows:
NAME OCCUPATION ADDRESS
Richard F E Warburton Chairman 17a Macquarie Road, Pymble, New South Wales
Robert F Ooms Managing 75 Pymble Avenue, Pymble, New South Wales
Director
Geoffrey D W Curlewis Director 106-110 Belgrave Hallam Road, Hallam,
Victoria
William L Morton Director 5 Gordon Crescent, Blackburn, Victoria
Ian T Perkins Director 26 Duffy Street, Portsea, Victoria
Douglas J Rathbone Director 38 Edward Street, Essendon, Victoria
2. DIRECTORS' RECOMMENDATION
Each of the directors of Gibson:
(a) desires to make, and considers himself justified in making, a
recommendation in relation to the Offers; and
(b) recommends, in the absence of a superior offer, acceptance of
the Offers.
<PAGE>
3. REASONS FOR RECOMMENDATION
Each director of Gibson who recommends acceptance of the Offers does
so for the following reasons:
(a) the independent expert's report by Grant Samuel and Associates
Pty Limited indicates that the price offered by Ecolab is both
fair and reasonable;
(b) it is unlikely that an alternative higher offer will be made
for Gibson Shares;
(c) the offer price is in line with acceptable acquisition and
trading multiples;
(d) the offer by Ecolab permits shareholders to accept either
$9.00 in cash or $8.50 plus a fifty cent fully franked
dividend; and
(e) the shareholders have the opportunity to receive cash for
their Gibson Shares.
4. MARKETABLE SECURITIES OF GIBSON TO WHICH EACH DIRECTOR OF GIBSON IS
ENTITLED
The number, description and amount of marketable securities of
Gibson to which each director of Gibson is entitled are as follows:
DIRECTOR FULLY PAID ORDINARY SHARES OF 50 PARTLY PAID SHARES OF
CENTS EACH IN GIBSON 50 CENTS EACH IN
GIBSON (1)
Richard F E Warburton 3,000(2) -
Robert F Ooms 31,412 120,000
Geoffrey D W Curlweis 2,000 -
William L Morton 23,621 -
Ian T Perkins 2,000 -
Douglas J Rathbone 1,000 -
(1) In 1988, Gibson established an Executive Share Option Plan (OPTION PLAN).
Under the terms of the Option Plan, certain employees were invited to
subscribe for options. The final date for
<PAGE>
exercising these options was 9 March 1993. The exercise price (being a
weighted average of the share price when the option was granted) was
required to be paid as to one cent upon exercise. The balance of the
exercise price is payable at any time within five years from the date the
options were exercised.
(2) Registered holder is Teampass Pty Ltd.
5. INTENTIONS OF GIBSON DIRECTORS
Each director of Gibson intends to accept the Offers in respect of
Gibson Shares held by him or on his behalf.
6. RESOLUTION AUTHORISING PART B STATEMENT
No director of Gibson voted against the resolution authorising this
Part B Statement at a meeting of the directors held on 16 October 1997.
7. MARKETABLE SECURITIES OF ECOLAB TO WHICH EACH DIRECTOR OF GIBSON IS
ENTITLED
No director of Gibson is entitled to marketable securities of Ecolab.
8. DEALING IN SHARES OF ECOLAB BY GIBSON AND ITS ASSOCIATES OVER PAST FOUR
MONTHS
In the four months ending on the day immediately before the day on
which the Part A Statement relating to the Offers was served on Gibson,
there have been no acquisitions or disposals of shares in Ecolab by
Gibson or any associate of Gibson.
9. DEALINGS IN SHARES OF GIBSON BY ANY ASSOCIATE OF GIBSON OVER THE PAST
FOUR MONTHS
In the four months ending on the day immediately before the day on
which the Part A Statement relating to the Offers was served on Gibson,
there have been no acquisitions or disposals of shares in Gibson by any
associate of Gibson other than the following:
- on 22 August 1997, Singapore Investments Pty Ltd, trustee of
the Alan Bennett Executive Superannuation Fund, acquired
2,200 ordinary Gibson shares at $8.05 per
<PAGE>
share. Alan Bennett is a director of certain wholly owned
subsidiaries of Gibson and a director of Gibson Chemetall
Pty Ltd.
10. PROPOSED BENEFITS TO OFFICERS OF GIBSON
10.1 No prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from
a prescribed office in relation to Gibson other than as follows:
- In accordance with a resolution passed by shareholders of Gibson
on 12 November 1980, Gibson established a fund to provide
retirement benefits for non-executive directors (RETIREMENT FUND).
These benefits, payable on retirement, are calculated by applying
a multiple to the average of the highest three consecutive years'
Directors' fees out of the ten years preceding retirement. Under
the terms of the Retirement Fund, Mr W L Morton will receive a
prescribed benefit (other than an excluded benefit) when he
retires. If Mr W L Morton retired at 30 June 1997, the amount he
would have received under the Retirement Fund would have been
$120,769.
10.2 No prescribed benefit will or may be given to a prescribed person in
relation to Gibson in connection with the transfer of the whole or any
part of the undertaking or property of Gibson.
11. AGREEMENTS BY DIRECTORS OF GIBSON
There are no agreements between any director of Gibson and any other
person in connection with or conditional upon the outcome of the
Offers, other than as follows: Gibson has agreed that the Gibson
Board will appoint persons nominated by Ecolab to be a majority
of directors of Gibson if so requested by Ecolab at any time
after Ecolab is entitled to more than 50% of Gibson shares and
the offer is unconditional.
12. INTERESTS OF DIRECTORS OF GIBSON IN ANY CONTRACT ENTERED INTO BY ECOLAB
No director of Gibson has an interest in any contract entered into by
Ecolab.
<PAGE>
13. CHANGES IN GIBSON'S FINANCIAL POSITION
So far as is known to the directors of Gibson, the financial position
of Gibson has not materially changed since 30 June 1997 (being
the date of the last balance sheet sent to shareholders in
accordance with section 315 of the Corporations Law).
14. OTHER INFORMATION
14.1 EXPERT'S REPORT
Attached is an expert's report by Grant Samuel and Associates Pty
Limited. This report forms part of the Part B Statement. The report
concludes that the offer by Ecolab is both fair and reasonable. Grant
Samuel and Associates Pty Limited consents to the inclusion of the
report in the form and context in which it is included.
14.2 GIBSON CHEMETALL PTY LTD
On 19 February 1997, Gibson announced the commencement of a joint
venture between its Australian subsidiary, Gibson Chemicals
Limited, and Chemetall GmbH (CHEMETALL). Chemetall is a major
German chemical manufacturer. The joint venture is carried on
through a company established for the joint venture, Gibson
Chemetall Pty Ltd. Fifty per cent of the shares in Gibson
Chemetall Pty Ltd are owned by Gibson Chemicals Limited and fifty per
cent of the shares in Gibson Chemetall Pty Ltd are owned by
Chemetall.
The joint venture is the subject of an agreement between Gibson
Chemicals Limited, Chemetall and Gibson Chemetall Pty Ltd (JOINT
VENTURE AGREEMENT). There are provisions in the Joint
Venture Agreement relating to a change of control of either
Gibson Chemicals Limited or Chemetall. The effect of those
provisions is that, in the event that Ecolab attains control of
Gibson (and so attains control of Gibson Chemicals Limited),
Chemetall would have the right to purchase all of the shares in
Gibson Chemetall Pty Ltd held by Gibson Chemicals Ltd if Ecolab
is engaged in any activities competitive to those of Chemetall
or Gibson Chemetall Pty Ltd.
Although Gibson has not discussed with Chemetall whether Chemetall
will or may exercise its rights under these "change of control"
provisions, Gibson believes that should Gibson become controlled
by Ecolab, it is likely that, if entitled to, Chemetall will
seek to exercise those rights and acquire the shares in Gibson
Chemetall Pty Ltd held by Gibson Chemicals Limited.
<PAGE>
14.3 EXECUTIVE SHARE OPTION PLAN
Under paragraph 9(b) of Gibson's Option Plan (discussed above), until
the partly-paid shares issued as a result of the exercise of options
under the Option Plan are fully paid, those shares are not
transferable without the consent of the Gibson Board of Directors
unless a take-over offer (which is unconditional or conditional only
on "prescribed occurrences") is made for all or a proportion of
Gibson's shares.
The Board does not intend to withhold its consent should a holder of
partly-paid shares wish to accept the Offer and transfer his or her
partly-paid shares to Ecolab.
14.4 OTHER MATERIAL INFORMATION
There is no other information material to the making of a decision by
a holder of shares in Gibson whether or not to accept Ecolab's offer
(being information that is known to any of the directors of Gibson
which has not previously been disclosed to holders of shares in
Gibson) other than as disclosed in the Part A Statement or as is
contained elsewhere in this Statement or the documents accompanying
this Statement.
15. INTERPRETATION
15.1 Definitions
In this Statement:
ECOLAB means Ecolab Australia Pty Ltd (ACN 079 704 939).
GIBSON SHARES means:
(a) the fully paid ordinary shares of 50 cents each in the
capital of Gibson; and
(b) the partly-paid ordinary shares of 50 cents each in the
capital of Gibson issued upon the exercise of options under
Gibson's Executive Share Option Plan.
PART A STATEMENT means the Part A Statement dated 29 August 1997 given
by Ecolab to Gibson on 2 September 1997, as varied in accordance
with a declaration of the Australian Securities Commission dated 23
September 1997 (that declaration being varied by the Australian
Securities Commission by exemptions dated 3 October 1997 and 14
October 1997).
<PAGE>
Words and phrases not otherwise defined have the same meaning (if
any) given in the Corporations Law.
DATED 16 OCTOBER 1997.
SIGNED on behalf of Gibson by Richard F E Warburton and Robert F Ooms who are
two directors of Gibson and are autborised to sign this Statement
pursuant to a resolution passed at a meeting of the directors of
Gibson held on 16 October 1997.
/s/Richard F E Warburton /s/Robert F Ooms
- ----------------------------------- ---------------------------------
RICHARD F E WARBURTON ROBERT F OOMS
Chairman Managing Director
<PAGE>
THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH
IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY
OFFER BY ECOLAB AUSTRALIA PTY LTD,
TO ACQUIRE ALL YOUR ORDINARY SHARES IN
GIBSON CHEMICAL INDUSTRIES LIMITED, ("GIBSON")
FORM OF ACCEPTANCE AND TRANSFER
DETAILED INSTRUCTIONS FOR ACCEPTING THE OFFER ARE SET OUT BELOW
PLEASE ENSURE YOU READ THE ENCLOSED KEY INFORMATION ON THE OFFER BEFORE
COMPLETING THIS FORM.
-----------------------------------------------
Holder Number
-----------------------------------------------
Subregister
-----------------------------------------------
Your holding of Gibson Shares
-----------------------------------------------
If not fully paid, paid to:
-----------------------------------------------
Consideration
-----------------------------------------------
(If your name, address or shareholding is incorrect please amend and initial).
THIS ACCEPTANCE FORM IS DIVIDED INTO 3 PARTS:
PART A If at the time of acceptance your Gibson Shares are held on
the issuer sponsored subregister, you must complete Part A below in
respect of those shares.
PART B If at the time of acceptance your Gibson Shares are held on
the CHESS subregister, you must complete Part B overleaf in respect
of the shares.
PART C If at the time of acceptance you are entitled to be
registered as the Holder of Gibson Shares, the subject of
acceptance, but you are not registered as the holder of those
shares you must complete Part C, overleaf in respect of those
shares.
PART A - ISSUER SPONSORED HOLDERS
I/We, the person(s) named above being the holder(s) of the Gibson Shares
shown above accept the Offer in respect of the Gibson Shares referred to
above, and agree to be bound by the terms of the Offer.
If this form is signed under Power of Attorney, the donee of the Power of
Attorney declares that he has no notice of the revocation thereof.
- -------------------------------------- Date: --------------------------------
- -------------------------------------- Date: --------------------------------
Signature of Transferor(s)
(In the case of joint holders, all must sign, a corporation must affix its
common seal.)
If you tick this box, Ecolab will be taken to have received your acceptance on
the later of receipt by Ecolab of this
acceptance or 8 November 1997, and you will be entitled to receive the D
Dividends referred to in clause 7.6 of the Offer. / /
Telephone number where we may contact you during business hours: ( )
--------------
TO ACCEPT THIS OFFER, SEND IN THE REPLY PAID ENVELOPE PROVIDED OR DELIVER THIS
FORM TO:
COOPERS & LYBRAND POSTAL ADDRESS:
LEVEL 8, COOPERS & LYBRAND TOWER COOPERS & LYBRAND
580 GEORGE STREET, LOCKED BAG A14,
SYDNEY NSW 1171 SYDNEY SOUTH NSW 1232
TO BE RECEIVED NO LATER THAN THE END OF THE OFFER PERIOD SET OUT IN THE OFFER.
IF YOU HAVE ANY ENQUIRIES CONCERNING THE COMPLETION OF THIS FORM OF ACCEPTANCE
AND TRANSFER,
PLEASE TELEPHONE THE GIBSON
SHAREHOLDER ENQUIRY LINE AT COOPERS &
LYBRAND (02) 9285 7111
<PAGE>
PART B - INSTRUCTIONS FOR CHESS HOLDINGS
1. If you are in doubt as to how to deal with your CHESS Holding,
please contact your Controlling Participant unless you are a Broker
or Non Broker Participant.
To accept this Offer, instruct your Controlling Participant to
initiate the acceptance on CHESS. This acceptance must be
initiated no later than the end of the Offer Period set out in the
Offer.
To the controlling participant.
Please initiate the acceptance of this offer on CHESS for my total holding.
Signed:
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(In the case of joint holders all must sign. A corporation must affix its
common seal).
DO NOT RETURN THIS FORM TO THE SHARE REGISTRY
PART C - INSTRUCTIONS FOR PERSONS ENTITLED TO BE REGISTERED BUT NOT REGISTERED
AS HOLDER OF GIBSON SHARES AT THE TIME OF ACCEPTANCE
If you are entitled to be registered in respect of Gibson Shares but, at the
time you accept the Offer you are not registered as the holder of such
shares, you must accept the Offer in respect of any such Gibson Shares by
completing this form and returning it together with evidence which
establishes your entitlement to be registered in respect of such Gibson
Shares (eg a copy of a contract note in respect of your purchase of those
shares) to the address set out below so that it is received no later than the
end of the Offer Period.
I/We, the person(s) named below, being at the time of this acceptance entitled
to be registered as the holder(s) of the number of Gibson Shares shown below:
1. accept the Offer in relation to the number of Gibson Shares in respect of
which I/we are entitled to be registered.
2. agree to be bound by the terms and conditions of the Offer;
3. attach evidence which establishes my/our entitlement to be registered in
respect of the number of Gibson Shares shown below.
If this form is signed under Power of Attorney, the donee of the Power declares
that he has no notice of the revocation thereof.
Name and address in which your shares have been registered
Date: / /97 Name:
- ----------------------- -----------------------
Date: / /97 Address:
- ----------------------- --------------------
Signature of Transferor(s)
(in the case of joint holders, all must sign, a corporation must affix its
common seal.)
Telephone number where we may contact you during business hours: ( )
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TO ACCEPT THIS OFFER, SEND IN THE REPLY PAID ENVELOPE PROVIDED OR DELIVER THIS
FORM TOGETHER WITH YOUR SHARE CERTIFICATES TO:
COOPERS & LYBRAND POSTAL ADDRESS:
LEVEL 8, COOPERS & LYBRAND TOWER COOPERS & LYBRAND
580 GEORGE STREET, LOCKED BAG A14,
SYDNEY NSW 1171 SYDNEY SOUTH NSW 1232
TO BE RECEIVED NO LATER THAN THE END OF THE OFFER PERIOD SET OUT IN THE OFFER.
IF YOU HAVE ANY ENQUIRIES CONCERNING THE COMPLETION OF THIS FORM OF ACCEPTANCE
AND TRANSFER, PLEASE TELEPHONE THE GIBSON
SHAREHOLDER ENQUIRY LINE AT COOPERS & LYBRAND (02) 9285 7111
<PAGE>
A copy of this Notice has been registered by the Australian Securities
Commission on 13 November 1997. Neither the Australian Securities Commission
nor any of its officers takes any responsibility as to the contents of this
Notice.
NOTICE OF VARIATION PURSUANT TO SECTION 657 OF THE CORPORATIONS LAW
To: GIBSON CHEMICAL INDUSTRIES LIMITED ACN 004 492 802 ("Gibson")
1. Ecolab Australia Pty Ltd ACN 079 704 939 ("Ecolab") gives notice
that each of its offers dated 15 October 1997 ("the Offers") to acquire
all of the ordinary shares of 50 cents par value ("Gibson Shares") in
the capital of Gibson are varied by extending the period during which
the Offers remain open for acceptance for a period of one week until
5:00 pm on 24 November 1997, subject to Ecolab's right to further
extend such period in accordance with the Corporations Law.
2. The Offers are accordingly varied in clause 3 by replacing "17
November 1997" with "24 November 1997".
3. The Part A Statement dated 28 August 1997 which accompanied each
of the Offers is accordingly varied in clause 3 by inserting "a week
and" after "on the date which is".
Dated: 13 November 1997
Signed by David Brett and Graham Young, Directors of Ecolab authorised to sign
this Notice pursuant to resolution passed at a meeting of the directors of
Ecolab held on 13 November 1997.
/s/Graham Young /s/David Brett
- ------------------------------- ------------------------------------
Director Director
<PAGE>
A copy of this Notice has been registered by the Australian Securities
Commission on 21 November 1997. Neither the Australian Securities Commission
nor any of its officers takes any responsibility as to the contents of this
Notice.
NOTICE OF VARIATION PURSUANT TO SECTION 657 OF THE CORPORATIONS LAW
To: GIBSON CHEMICAL INDUSTRIES LIMITED ACN 004 492 802 ("Gibson")
1. Ecolab Australia Pty Ltd ACN 079 704 939 ("Ecolab") gives notice
that each of its offers dated 15 October 1997, as amended by a Notice
of Variation dated 13 November 1997, (as amended "the Offers") to
acquire all of the ordinary shares of 50 cents par value ("Gibson
Shares") in the capital of Gibson are further varied by extending the
period during which the Offers remain open for acceptance for a period
of two weeks until 5:00 pm on 8 December 1997, subject to Ecolab's
right to further extend such period in accordance with the Corporations
Law.
2. The Offers are accordingly varied in clause 3 by replacing "24
November 1997" with "8 December 1997".
3. The Part A Statement dated 28 August 1997 which accompanied each
of the Offers is accordingly varied in clause 3 by replacing "a week
and a month" with "three weeks and a month".
Dated: 21 November 1997
Signed by David Brett and Graham Young, Directors of Ecolab authorised to sign
this Notice pursuant to resolution passed at a meeting of the directors of
Ecolab held on 21 November 1997.
/s/Graham Young /s/David Brett
- ------------------------------ -----------------------------------
Director Director
<PAGE>
FOR IMMEDIATE RELEASE
Michael J. Monahan (612) 293-2809 (Tel)
(612) 225-3123 (Fax)
ECOLAB OFFER FOR GIBSON REACHES 98%;
OFFER BECOMES COMPULSORY
ST PAUL, Minn., December 16, 1997: Ecolab Inc. announced that on
December 8 its offer for the outstanding shares of Gibson Chemical Industries
Limited of Melbourne, Australia closed with Ecolab having acquired over 98%
of the outstanding shares.
Ecolab will now proceed to acquire the remaining shares under an
Australian law which allows for a complusory acquisition of these shares by
Ecolab. Ecolab expects to complete this compulsory acquisition in about 30
days.
Ecolab is the leading global developer and marketer of premium cleaning,
sanitizing, maintenance and pest elimination products and services for the
hospitality, institutional and industrial markets. For the year ended
December 31, 1996, Ecolab reported sales of US$1.5 billion; including
European joint venture sales of US$0.9 billion, Ecolab's global sales coverage
was US$2.4 billion. Ecolab shares are traded on the New York Stock Exchange
and the Pacific Exchange under the symbol ECL.
Ecolab news releases and other investor information are available on the
Internet at http://www.ecolab.com; and by telephone at 1-800-322-8335.
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