圣保罗，明尼苏达。--（《美国商业资讯》）-- Ecolab Inc. has entered into a definitive agreement to acquire Ovivo's Electronics business, a leading and fast-growing global provider of breakthrough ultra-pure water technologies for semiconductor manufacturing. The acquisition will further strengthen Ecolab's global high-tech growth engine by bringing together Ovivo's ultra-pure water technologies with Ecolab's leading water solutions, digital technologies and global service capabilities. The combined technology platform will enable Ecolab to expand its offerings to provide circular water management solutions for its microelectronics customers designed to significantly reduce fresh water use in their manufacturing process while maximizing chip production and quality.

Ovivo Electronics is expected to generate sales of $500 million in 2025 and currently employs more than 900 people worldwide. Ecolab will pay approximately $1.8 billion in cash at the closing of the transaction, subject to customary adjustments.

"Ovivo Electronics' unique technologies deliver the world's purest water, which is essential for manufacturing today's most advanced microchips," said Christophe Beck, chairman and CEO of Ecolab. "A single microelectronics fab can consume the drinking water needs of 17 million people per year. By integrating Ovivo's ultra-pure water technologies with Ecolab's global water, digital and service capabilities, we're deepening our support for the fast-growing microelectronics and AI sectors. The combination will enhance our connection to high-tech customers and deliver a compelling circular water platform to maximize chip quality, performance and sustainability.

"This acquisition will more than double the size of our global high-tech water growth engine, establishing Ecolab as a clear leader in these very large, high-growth markets. Combined, we expect our $800 million global high-tech business to grow strong double-digits, with an attractive operating income margin. We look forward to welcoming Ovivo Electronics' talented global team to Ecolab, as together we will win with our customers and deliver strong returns for our shareholders."

The acquisition is expected to close in the first quarter of 2026, subject to the parties obtaining regulatory clearance and satisfaction of other customary closing conditions. The acquisition is expected to generate double-digit returns and is anticipated to be immediately accretive to Ecolab's sales growth. During the first year post-acquisition, Ecolab expects the acquisition will be neutral to adjusted earnings per share, excluding approximately $45 million of non-cash amortization costs. Contribution to adjusted earnings per share is expected to build through 2027 and beyond. Following the acquisition, Ecolab's net debt to adjusted EBITDA is expected to be approximately 2x, consistent with the company's long-term leverage target.

艺康（中国）投资有限公司

作为全球可持续发展领军企业和数百万客户信赖的合作伙伴，艺康（NYSE: ECL）致力于提供水、卫生和感染预防解决方案与服务，以保护人类以及对生命至关重要的资源。艺康凭借百余年的创新经验，年销售额达到160亿美元，拥有约48,000名员工，业务覆盖全球逾170个国家。公司致力于提供基于科学的综合解决方案、基于数据的行业见解和世界一流的服务，以促进食品安全，维护清洁和安全的环境，优化水和能源的使用。 Ecolab's innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, high-tech, life sciences, hospitality and industrial markets.
www.ecolab.com

Follow us on LinkedIn @Ecolab, Instagram @Ecolab_Inc and Facebook @Ecolab

About Ovivo

Ovivo is a global provider of equipment, technology and systems producing among the purest water and treating some of the most challenging wastewater in the industry. Ovivo is a powerful global brand with renowned trademarks, possessing more than 150 years of expertise and references in water treatment, supported by its proprietary products, advanced technologies and extensive system integration know-how. Ovivo delivers conventional to highly technological water treatment solutions for the industrial and municipal markets, and leverages its large installed base of equipment around the world to offer parts and services to its customers. Ovivo is dedicated to innovation in an industry that is in constant evolution and offers water treatment solutions that are cost-effective, energy-efficient and environmentally sustainable. www.ovivowater.com.

关于前瞻性信息的警告声明

本新闻稿包含与未来事件以及我们对未来的意图、信念、预期和预测有关的某些陈述，这些陈述属于前瞻性陈述，前瞻性陈述在1995年《私人证券诉讼改革法案》中有所定义。诸如“可能会导致”、“预计会”、“将继续”、“预期”、“我们相信”、“我们期望”、“估计”、“预计”、“可能”、“将”、“打算”、“计划”、“相信”、“目标”、“预测”（包括其否定形式或变体）等单词或短语或与​​对未来计划、行动或事件的任何讨论有关的类似术语通常用于识别前瞻性陈述。 These forward-looking statements include, but are not limited to, statements regarding benefits of the acquisition of Ovivo Electronics, the expected timing of completion of the acquisition, amortization expense, returns, sales growth, adjusted earnings per share and net debt to adjusted EBITDA ratio.这些陈述基于公司管理层当前的预期。有许多风险和不确定性可能导致实际结果与本新闻稿中包含的前瞻性陈述存在重大差异。 These risks and uncertainties include (i) the risk that the regulatory approvals or clearances required for the acquisition may not be obtained, or that required regulatory approvals may delay the acquisition or result in the imposition of conditions that could have a material adverse effect on either party or cause either party to abandon the acquisition, (ii) the risk that the conditions to the closing of the acquisition may not be satisfied, (iii) the risk that a material adverse change, event or occurrence may affect Ecolab or Ovivo Electronics prior to the closing of the acquisition and may delay the acquisition or cause the company to abandon the acquisition, (iv) problems that may arise in successfully integrating the businesses of the company and Ovivo Electronics, which may result in the combined business not operating as effectively and efficiently as expected, (v) the possibility that the acquisition may involve unexpected costs, unexpected liabilities or unexpected delays, (vi) the risk that the credit ratings of Ecolab may be different from what Ecolab currently expects, (vii) the risk that the businesses of Ecolab or Ovivo Electronics may suffer as a result of uncertainty surrounding the acquisition, (viii) unexpected operating risks at Ovivo Electronics and (ix) the risk that disruptions from the transaction will harm relationships with customers, employees and suppliers.

Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the company, Ovivo Electronics and the combined business. For a further discussion of these and other risks and uncertainties applicable to Ecolab, see Item 1A of our most recent Form 10-K, and our other public filings with the Securities and Exchange Commission.鉴于这些风险、不确定性、假设和因素，本新闻稿中讨论的前瞻性事件可能不会发生。敬请注意，不应过分依赖前瞻性陈述，这些陈述仅代表发布之日的情况。除法律要求外，艺康不承担并明确否认因新信息、未来事件或预期变化而更新任何前瞻性陈述的任何义务。

非GAAP财务信息

This news release includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. ("GAAP"), including adjusted earnings per share and adjusted EBITDA. 我们提供这些指标作为有关我们运营结果的附加信息。我们在内部使用这些非GAAP指标来评估我们的绩效以及制定财务和运营决策，包括与激励薪酬相关的决策。我们相信，我们对这些指标的介绍为投资者提供了有关我们经营业绩的更大透明度，并且这些指标对于业绩的跨期间比较具有实用意义。

Our non-GAAP financial measures for adjusted earnings per share exclude the impact of special (gains) and charges and discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. EBITDA is defined as the sum of net income including non-controlling interest, provision for income taxes, net interest expense, depreciation and amortization, and adjusted EBITDA further adds special (gains) and charges impacting EBITDA. EBITDA and adjusted EBITDA are used in our net debt to adjusted EBITDA ratio, which we view as important indicators of the operational and financial health of our organization.

这些非GAAP财务指标不符合或替代GAAP，并且可能与其他公司使用的非GAAP指标不同。投资者在评估我们的业务时不应依赖任何单一的财务指标。我们建议投资者结合本新闻稿中包含的GAAP指标来查看这些指标。

We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this news release) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and the reported net income, the most directly comparable forward-looking GAAP financial measures to adjusted earnings per share and adjusted EBITDA.出于同样的原因，我们无法解决不可用信息的可能重要性。

(ECL-A)