Summary
Ecolab Inc. (ECL) has completed the separation of its Upstream Energy business, now known as ChampionX Corporation (CHX), through a Reverse Morris Trust transaction. This involved a split-off of ChampionX Holding Inc. (ChampionX) from Ecolab via an exchange offer, followed by a merger of ChampionX with Apergy Corporation. As a result, Ecolab reduced its outstanding shares by approximately 4.96 million shares. This strategic move allows Ecolab to focus on its core water, hygiene, and infection prevention solutions businesses, while ChampionX will operate independently in the energy sector. Investors should note that the pro forma financial information provided reflects the impact of this separation on Ecolab's financial position and results.
Key Highlights
- 1Completion of the Reverse Morris Trust transaction separating the Upstream Energy business into ChampionX Corporation (CHX).
- 2Ecolab reduced its outstanding common stock by 4,955,552 shares through the exchange offer.
- 3The exchange offer was oversubscribed, with Ecolab accepting shares on a pro rata basis (approximately 4.7060% proration factor) for most tenders.
- 4Odd-lot stockholders (less than 100 shares) who tendered all their shares were not subject to proration.
- 5ChampionX Corporation (CHX) is now listed on the New York Stock Exchange under ticker symbol CHX.
- 6Ecolab will receive cash for any fractional shares of ChampionX Corporation stock resulting from the merger.
- 7Unaudited pro forma financial statements related to the separation as of March 31, 2020, and for the first quarter of 2020, and prior years, are filed with the report.