Ecolab Agrees to Acquire Select Assets of Swisher Hygiene

Ecolab Inc., the global leader in water, hygiene and energy technologies and services, has reached an agreement to acquire the U.S. operations of Charlotte, N.C.-based Swisher Hygiene Inc. (NASDAQ: SWSH) for approximately $40 million in cash. Swisher Hygiene provides hygiene and sanitizing solutions for the foodservice, hospitality, retail and healthcare markets. Sales in 2014 for the operations included in the agreement were approximately $176 million.

“This attractive transaction will expand our Institutional customer base and service coverage. The addition of Swisher Hygiene’s U.S. portfolio of independent restaurants complements Ecolab’s presence in national restaurant chains,” said Douglas M. Baker, Jr., Ecolab chairman and chief executive officer. “We look forward to welcoming Swisher Hygiene employees and customers to Ecolab, and growing with them as we work to make the world cleaner, safer and healthier.”

Founded in 1986, Swisher Hygiene has 1,000 employees in the U.S., primarily in field sales and service, and serves approximately 30,000 businesses. Swisher Hygiene offers a range of products and services for the institutional foodservice industry, including warewashing and foodservice cleaning and sanitizing products and services.

The transaction is expected to close in the fourth quarter of 2015, subject to Swisher Hygiene stockholder approval and customary closing conditions. Assuming that close date, Ecolab expects the transaction to be very modestly dilutive over the first twelve months beginning in the fourth quarter of 2015, and become accretive thereafter.

About Ecolab

A trusted partner at more than one million customer locations, Ecolab (ECL) is the global leader in water, hygiene and energy technologies and services that protect people and vital resources. With 2014 sales of $14 billion and 47,000 associates, Ecolab delivers comprehensive solutions and on-site service to promote safe food, maintain clean environments, optimize water and energy use, and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. For more news and information, visit www.ecolab.com.

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Cautionary Statements Regarding Forward-Looking Information

This communication contains certain statements relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "we believe," "we expect," "estimate," "project," "may," "will," "intend," "plan," "believe," "target," "forecast" (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions or events generally identify forward-looking statements. These forward-looking statements include, but are not limited to, the expected closing of the acquisition of the U.S. operations of Swisher Hygiene and statements regarding the acquisition’s impact on earnings. These statements are based on the current expectations of management of the company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These risks and uncertainties include (i) the risk that the conditions to the closing of the acquisition may not be satisfied, (ii) the risk that a material adverse change, event or occurrence may affect the company or the acquired operations prior to the closing of the acquisition and may delay the acquisition or cause the company to abandon the acquisition; (iii) problems that may arise in successfully integrating the businesses of the company and the acquired operations, which may result in the combined business not operating as effectively and efficiently as expected, (iv) the possibility that the acquisition may involve unexpected costs, unexpected liabilities or unexpected delays, (v) the risk that the businesses of the company or the acquired operations may suffer as a result of uncertainty surrounding the acquisition and (vi) the risk that disruptions from the transaction will harm relationships with customers, employees and suppliers. In particular, the ultimate results of any integration and business improvement actions for the acquired operations, including cost synergies, depend on a number of factors, including the development of final plans, the time necessary to develop and implement the integration and other business improvement initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness.

Additional risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of our most recent Form 10-K, and our other public filings with the Securities and Exchange Commission (the "SEC") and include the vitality of the markets we serve, including the impact of oil price fluctuations on the markets served by our Global Energy segment; the impact of economic factors such as the worldwide economy, capital flows, interest rates and foreign currency risk, including a potential additional currency devaluation charge in Venezuela and reduced sales and earnings in other countries resulting from the weakening of local currencies versus the U.S. dollar; our ability to attract and retain high caliber management talent to lead our business; our ability to execute key business initiatives; potential information technology infrastructure failures; exposure to global economic, political and legal risks related to our international operations including with respect to our operations in Russia; the costs and effects of complying with laws and regulations, including those relating to the environment and to the manufacture, storage, distribution, sale and use of our products; the occurrence of litigation or claims, including related to the Deepwater Horizon oil spill; our ability to develop competitive advantages through innovation; difficulty in procuring raw materials or fluctuations in raw material costs; our substantial indebtedness; our ability to acquire complementary businesses and to effectively integrate such businesses; restraints on pricing flexibility due to contractual obligations; pressure on operations from consolidation of customers, vendors or competitors; public health epidemics; potential losses arising from the impairment of goodwill or other assets; potential loss of deferred tax assets; potential chemical spill or release; potential class action lawsuits; the loss or insolvency of a major customer or distributor; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; and other uncertainties or risks reported from time to time in our reports to the SEC. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. We caution that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations, except as required by law.

(ECL-A)

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