This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the
Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware corporation (“Danaher”), with the Securities and Exchange Commission (“SEC”) on November 15, 2019 (as so amended, the “Schedule TO”).
The Schedule TO relates to the offer by Danaher to exchange up to an aggregate of 127,868,000 shares of common stock of Envista Holdings
Corporation, a Delaware corporation (“Envista”), par value $0.01 per share (“Envista Common Stock”), for outstanding shares of common stock of Danaher, par value $0.01 per share (“Danaher Common Stock”), upon the terms
and subject to the conditions set forth in the Prospectus, dated December 9, 2019 (the “Prospectus”), the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached to the Schedule TO
as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, Envista has filed with the
SEC under the Securities Act of 1933, as amended, a registration statement on Form S-4 and Form S-1 (Registration
No. 333-234714) (the “Registration Statement”) to register shares of Envista Common Stock offered in exchange for shares of Danaher Common Stock tendered in the Exchange Offer and to be
distributed in any pro rata dividend to holders of Danaher Common Stock to the extent that the Exchange Offer is not fully subscribed.
The information set forth in the Prospectus, the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of
which are attached to the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, is hereby expressly incorporated herein by reference in response to all the items of the Schedule TO, except as otherwise set forth below. Except
as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
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Item 4.
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Terms of the Transaction.
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Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and
supplemented by adding the following thereto:
For each share of Danaher Common Stock that is validly tendered and not validly withdrawn
pursuant to the Exchange Offer and accepted by Danaher, Danaher will deliver 5.5784 shares of Envista Common Stock.
The
final calculated per-share value of Danaher Common Stock and the final calculated per-share value of Envista Common Stock, in each case determined in the manner
described in the Prospectus, would have resulted in an exchange ratio of more than the upper limit of 5.5784. Accordingly, the final exchange ratio has been set at 5.5784 shares of Envista Common Stock for each share of Danaher Common Stock accepted
in the Exchange Offer.
Because the Exchange Offer will be subject to proration if the Exchange Offer is oversubscribed, the number of
shares of Danaher Common Stock that Danaher accepts in the Exchange Offer may be less than the number of shares tendered by stockholders. Based on the final exchange ratio, Danaher would accept for exchange approximately 22,921,984 shares of Danaher
Common Stock upon consummation of a fully subscribed Exchange Offer.
On December 11, 2019, Danaher issued a press release announcing
the final exchange ratio of the Exchange Offer, a copy of which is attached as Exhibit (a)(4)(xxii) hereto and is incorporated herein by reference.
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