ECOLAB ACQUISITION OF PUROLITE

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October 28, 2021 ECOLAB ACQUISITION OF PUROLITE Accelerating growth in life sciences and strengthening positions in high value industrial markets

Transcript of ECOLAB ACQUISITION OF PUROLITE

October 28, 2021

ECOLAB ACQUISITION OF PUROLITEAccelerating growth in life sciences and strengthening positions in high value industrial markets

CAUTIONARY STATEMENT

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Forward-Looking Information This communication contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, but are not limited to, statements regarding benefits of the Purolite acquisition, the expected timing of completion of the

acquisition, tax benefits, amortization expense, revenues, adjusted earnings per share and margins, synergies, market trends, financing, credit ratings, debt repayment and

cash priorities. These statements are based on the current expectations of management. 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 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 the company or cause the company 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 the company or Purolite 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 Purolite, 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 the company may be different from what the company currently expects, (vii) the risk that

the businesses of the company or Purolite may suffer as a result of uncertainty surrounding the acquisition, (viii) unexpected operating risks at Purolite 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, Purolite and the combined business. For a further discussion of these and other risks and

uncertainties applicable to the company, see Item 1A of our most recent Form 10-K, and our other public filings with 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. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement, except as

required by law.

Non-GAAP Financial Information This communication includes Company information that does not conform to generally accepted accounting principles (GAAP).

Management believes that a presentation of this information is meaningful to investors because it provides insight with respect to ongoing operating results of the Company

and allows investors to better evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance.

Furthermore, these measures may not be consistent with similar measures provided by other companies. Non-GAAP measures included within this presentation are defined

in the “Non-GAAP Financial Measures” section of this presentation.

Industry and Market Information: Industry and market information, including market data, contained in this communication are based on management’s current estimates

of potential opportunities of Ecolab. These estimates have been made in good faith based on management’s knowledge and, in some cases, upon industry surveys and

other publicly available information. You are cautioned not to give undue weight to such estimates, and we have not verified the accuracy or completeness of these

estimates and information through independent sources.

ACQUISITION HIGHLIGHTS

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Attractive financial profile with double digit growth and highly attractive adjusted EBITDA margins

Highly attractive platform that will also further accelerate growth in critical industrial markets like

food & beverage, microelectronics, power and precious metals

Deepens Ecolab’s core customer relationships in life sciences by adding product safety expertise

to our environmental safety programs, leveraging corporate accounts, field service, R&D and

geographic footprint

New major global growth platform adding very high margin products and services that have a

strong fit with Ecolab’s customer value proposition, business model and sustainability goals

New high growth, high margin enterprise platform that will enable new, comprehensive offerings

to help customers produce better products, reduce their environmental footprint and total cost

Leading, global provider of high-end recurring purification and separation solutions to improve

end-product quality and environmental footprint in fast-growing, highly attractive markets

TRANSACTION OVERVIEW

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Purolite – leading provider of fast growing, high value separation and purification solutions to the life sciences and industrial markets

2021E sales of ~$390M, adj. EBITDA margin of ~41% and adj. operating income margin of ~37%

Growth acquisition that accelerates growth in life sciences and enhances exposure to high value industrial applications

Opportunity to acquire world-class talent, critical technologies and valuable IP

$3.7B purchase price

~23x 2021E adj. EBITDA

~19x 2022E adj. EBITDA

Neutral to 2022E adj. EPS and nearly $0.10 accretive to 2023E adj. EPS with growing contribution thereafter (including Purolite

transaction amortization)

Deal-related amortization impact: ~$0.26 in 2022E

Expect to realize tax benefits from the transaction structure with an estimated net present value of ~$300M

Accretive to sales growth and adj. EBITDA margin

Significant opportunity to deliver commercial synergies

Expect to generate returns significantly above our weighted average cost of capital

~$800M of excess cash on balance sheet and low-cost debt for the balance

Expect to preserve strong investment grade rating

Closing expected in Q4 2021 (subject to regulatory approval and other customary closing conditions)

PUROLITE OVERVIEW

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Leader in premium fluid treatment solutions focused on

high-end applications

Global provider of separation and purification technology with

~40 years of experience

Broad range of unique products with a focus on biopharma and high value

industrial uses

5,000 customers across life sciences, water, chemicals, electronics and

food & beverage end markets

Operates in more than 30 countries and employs ~1,000 people worldwide

Well-positioned to capitalize on attractive growth trends

Industrial

~60%

Life Sciences

~40%

Attractive financial profile

~$390M2021E Revenue

~$160M2021E Adj. EBITDA

Balanced end market exposure

Revenue by end market1

1 Based on 2021E Revenue2 India, Middle East and Africa

~14%Historical growth rate

2017-2021E

~41%Adj. EBITDA margins

Significant global reach

Revenue by geography1

~35% North

America

~35% Europe

~20% Asia

Pacific

Philadelphia, PA. USA

Victoria.

Romania

Deqing. China

Llantrisant, Wales. UK

Moscow. Russia

R&D Center (5)

Manufacturing (4)

Headquarters

~$390M

~$145M2021E Adj. Operating income

~37%Adj. Operating margins

~5% Latin

America

~5% IMEA2

MISSION CRITICAL, CONSUMABLE SOLUTIONS TARGETING A

FAST-GROWING ~$5B MARKET

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Life Sciences Industrial

Water treatment and process fluid separation & purification~40%1 ~60%1

Addressable

market2 ~$2.2B ~$2B ~$0.8B

4-5%Market

growth >10% 6-8%

BiopharmaDrug

formulationSpecialty processesPower & chemicalsFood & beverage

1 Based on 2021E sales2 Source: MarketsandMarketsTM 2020

Sweetener

solutions

Taste

enhancement

Ultrapure water for

nuclear power

PFAS / environmental

protection

Ultrapure water for

semiconductors

Drug ingredients (APIs) /

excipientsPurolite

applications

Pharma extraction /

purification

Monoclonal antibodies

chromatography

Cell and

gene therapy

Precious metal

recovery and purification

STRONG VALUE PROPOSITION AND BUSINESS MODEL FIT,

DEEPENING ECOLAB’S CORE CUSTOMER RELATIONSHIPS

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High end, high value consumable products

Critical to customer operations and market quality/

safety

~95% consumable revenue

Focused on customer partnerships and direct selling

Corporate accounts approach

Global direct sales team with highly technical skills

Technology driven sales and solution culture

Advanced technology with strong R&D capabilities

Proprietary manufacturing capabilities

Global presence with strategically located facilities

+2,000unique products

~5,000customers globally

5R&D centers

Expands Ecolab’s addressable markets across life sciences and industrial markets

COMBINED

Life Sciences

Industrial

~$7B ~$3B ~$10B

~$60B ~$2B ~$62B

Total ~$67B ~$5B ~$72B

1 Market data reflects current estimates of potential opportunities. 2 Source: MarketsandMarketsTM 2020

1 2

FURTHER ENHANCING ECOLAB’S ENVIRONMENTAL CONTRIBUTION

Addressing key environmental issues

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PFAS Remediation Waste Water Treatment

New technology reduces the cost of PFAS

removal in groundwater

Innovative solutions for the removal

of toxic compounds

WaterClimate

Desalination Purification

Reduces mineral content in water

Airstream Purification

Controls VOC emissions

Radionuclide Removal

Minimizes process waste generated in

decontamination proceduresNatural catalysts supporting

eco-sustainable processes

Greener Industrial Manufacturing

Air Waste

BIOLOGICS DEVELOPMENT FUELING GROWTH IN PHARMACEUTICALS

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Source: EvaluatePharma; Grand View research

Global pharmaceutical manufacturing market ($B)

2019-2027 CAGR

14% Total

13%

Conventional

15%

Biopharma

Key Biopharma trends

Novel technologies, such as gene and cell therapy for vaccines and personalized medicines

Biopharma therapies growing double digits to represent ~40% of all drug therapies by 2023

55% of the top 100 drugs by 2026

$324

$406

$487

$560

$635

$709

$782

$849

1 2 3 4 5 6 7 8 9

$909

2020 2021 2022 2023 2024 2025 2026

◼ Biopharma

◼ Conventional

20272019

COMBINATION CREATES ENHANCED VALUE PROPOSITION FOR OUR

LIFE SCIENCES CUSTOMERS

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Strategic fit

Stronger outcomes for customers

Common customer base

FAST GROWTH BIOPHARMABIG PHARMA

Environmental safety Product safety

ATTRACTIVE PLATFORM TO FURTHER EXPAND ECOLAB’S FAST-

GROWING LIFE SCIENCES BUSINESS

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Business

Continuity

Risk

Mitigation

Environmental +

Health Protection

Operational

Efficiency

~$40

~$160

2017 2021E

FDA

Regulated

Recurring

Revenue

Consumables

Technical

Value Sale

~$130

~$270

2017 2021E

Life Sciences sales ($M)

Clean room

environments

Tool

sterilization

Drug

purification

CAGR:

~40%

CAGR:

~20%

Water

Drug

formulation

Environmental

protection

Life Sciences sales ($M)

Shared value propositions Attractive, complementary

markets with significant growth

Key product

offerings

$1

Customers

OUT-SIZED OPPORTUNITY FROM BIOPHARMA GROWTH

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Positioned to take market share in fast growing

Biopharma market

Purification

technology

Biopharma Purification

market structure

Attractive market dynamics

Fastest growing area in the pharma market

Quality of product

Technology included in 80 upcoming clinical trials and

drug submittals through the FDA

Incremental manufacturing capacity

With dual source of supply in Europe and the U.S. in a

high demand global market

Life sciences brand equity

Key partnerships with leading pharma companies

NEW PLATFORM PROVIDING COMPLEMENTARY HIGH TECH SOLUTIONS

IN CRITICAL INDUSTRIAL MARKETS

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Microelectronics

Ultrapure water

Power Generation

Ultrapure water

Precious Metals

Recovery & purification

Food & Beverage

Taste & product quality enhancement

Lithium Purification

Emerging opportunity

LEVERAGING ECOLAB’S CORPORATE ACCOUNTS, FIELD MODEL AND

R&D TO ACCELERATE PUROLITE’S GROWTH

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Field Model R&DCorporate Accounts

BEST RESULTS AT LOWEST TOTAL COST

(Reduced water, energy, waste impact)

BREAKTHROUGH

TECHNOLOGY

ON-SITE

EXPERTISE

GLOBAL

KNOW-HOW

PREDICTIVE

INSIGHTS

ACCESS TO A LARGE, GLOBAL

CUSTOMER BASE

COMPLEMENTARY OFFERINGS

PROVIDING COMPREHENSIVE

CUSTOMER SOLUTIONS

OPTIMIZING CUSTOMER

EXPERIENCE THROUGH DATA

ANALYTICS AND TAILORED

SERVICES

LEVERAGING EXPERTISE AND

INNOVATION RESOURCES TO

ACCELERATE TECHNOLOGY

DEVELOPMENTS

Accretive to long-term performance

Strong incremental growth

Strong margins

Expect to generate returns significantly above our weighted average cost of capital

Ecolab has significant financial flexibility to acquire Purolite

Expect to finance transaction price with ~$800M of cash and low-cost debt

Committed to targeting A-range credit metrics and ~2x net debt / adjusted EBITDA

Prioritize deleveraging post transaction by utilizing cash flow to repay short-term maturities

Unchanged cash priorities

Invest in the business, grow dividend, fund acquisitions and share repurchase

FINANCIALLY ATTRACTIVE TRANSACTION

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SUMMARY – PUROLITE ADDS HIGH GROWTH AND INNOVATION

EXPERTISE

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Strong fit with Ecolab’s value proposition, business model and environmental commitments

Creates a new growth platform and adds fast growing $5 billion incremental opportunity in life sciences and industrial

Leading provider of mission critical solutions with ~95% consumable revenue

Opportunity to capitalize on the rapid growth in life sciences while leveraging opportunities in industrial

Talent driven, world class technological expertise driving strong customer relationships

Strong growth history and expected long-term outlook, accretive to growth and margins

ULTRAPURE

WATERMICROELECTRONICS

ENVIRONMENTAL

PROTECTIONBIOPHARMA

NON-GAAP FINANCIAL MEASURES

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Definitions

▪ EBITDA: the sum of earnings before interest, taxes, depreciation and amortization.

▪ Adjusted EBITDA: EBITDA excluding the impact of special (gains) and charges, including certain non-recurring costs

▪ Adjusted EBITDA Margin: calculated by dividing Adjusted EBITDA by sales

▪ Adjusted Operating Income: operating income excluding the impact of special (gains) and charges, including certain non-recurring costs

▪ Adjusted Operating Income Margin: calculated by dividing Adjusted Operating Income by sales

▪ Adjusted EPS: diluted earnings per share excluding impact of special (gains) and charges and discrete tax items

We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this report) 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 the most directly comparable forward-looking GAAP financial measures. For the same reasons, we are unable to address the probable significance of the unavailable information.