individual account under the Plan. Please note that you are not allowed to elect more than 100%; you will get an error message if you do so and be asked to make a new election. The website will be available 24 hours per day through 4:00 p.m., Eastern time on the Due Date of May 25, 2020 (or, if the Offer is extended, through 4:00 p.m., Eastern time, on the fourth business day prior to the expiration of the Offer, as extended, if administratively feasible).
Your direction will be deemed irrevocable unless withdrawn by 4:00 p.m., Eastern time, on the Due Date of May 25, 2020. If the Offer is extended, the deadline for receipt of your notice of withdrawal will be 4:00 p.m. Eastern time on the fourth business day prior to the expiration of the Offer, as extended, if feasible. In order to make an effective withdrawal, you must submit a new Trustee Direction Form, which may be obtained by calling Fidelity at1-800-835-5091, or submit new directions via the Internet as described above. Upon receipt of a new, completed, signed and dated Trustee Direction Form, or new directions via the Internet, your previous direction will be deemed cancelled.Please note that the last timely, properly completed Trustee Direction Form or Internet direction the trustee or Tabulation Agent receives from a participant will be followed.
As described in the Prospectus, Ecolab has the right to extend the Offer. In the event of an announced extension, you may call Fidelity at1-800-835-5091 to obtain information on any new Plan participant direction deadline.
After the deadline for providing directions to the trustee, Fidelity and its affiliates or agents will complete the tabulation of all participant directions and Fidelity, as trustee, will submit for exchange the appropriate number of Ecolab Shares on behalf of the Plans. Subject to the satisfaction of the conditions described in the Prospectus and the proration provisions of the Offer, Ecolab will exchange all Ecolab Shares that are properly offered for exchange through the Offer. If there is an excess of Ecolab Shares offered for exchange by Ecolab stockholders, such Ecolab Shares may be subject to proration, as described in the Prospectus. Any Ecolab Shares attributable to your account that are not exchanged in the Offer will remain allocated to your individual account under the Plan. Please note that the Odd Lot provisions of the Offer described in the Prospectus are not applicable to Plan participants.
As described in the Prospectus, if the Offer is consummated but is not fully subscribed, Ecolab will distribute the remaining ChampionX Shares owned by Ecolab on a pro rata basis to Ecolab stockholders whose Ecolab Shares remain outstanding after consummation of the Offer. These ChampionX Shares would then be converted into shares of Apergy Stock in the Merger.In that case, even if you were to elect to not participate in this Offer, following the closing of the Merger, it is possible your individual account under the Plans may be credited with shares of Apergy Stock or units in an Apergy stock fund.If Apergy Stock will be distributed to the Plans in this fashion, more information will be provided to you.
INDIVIDUAL PARTICIPANTS IN THE PLANS WILL NOT RECEIVE ANY PORTION OF THE OFFER PROCEEDS DIRECTLY. ALL PROCEEDS WILL BE CREDITED TO PARTICIPANTS’ ACCOUNTS AS DESCRIBED BELOW AND MAY BE DISTRIBUTED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLANS.
LIMITATIONS ON FOLLOWING YOUR DIRECTION
The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits the sale of Ecolab Shares for less than “adequate consideration,” which is defined by ERISA for a publicly traded security as the prevailing market price on a national securities exchange. “Adequate consideration” will be determined on or about the date the Ecolab Shares are to be tendered by the trustee. On such date, if the prevailing or closing market price of Ecolab Shares on the New York Stock Exchange exceeds the value of the shares of Apergy Stock to be received per Ecolab Share through the Offer and Merger, Fidelity will not be able to follow your direction to tender your Ecolab Shares.
4