WASHINGTON, Dec. 16, 2019 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) announced today the preliminary results of
its previously announced offer to holders of shares of Danaher
common stock to exchange their shares of Danaher common stock for
shares of common stock of Envista Holdings Corporation (NYSE: NVST)
owned by Danaher. The exchange offer expired at 12:00 midnight,
New York City time, at the end of
the day on December 13, 2019. Under
the terms of the exchange offer, 5.5784 shares of Envista common
stock will be exchanged for each share of Danaher common stock
accepted in the exchange offer.
According to the exchange agent, Computershare Trust Company,
N.A., 305,594,776 shares of Danaher common stock were validly
tendered and not validly withdrawn, including 123,273,497 shares
that were tendered by notice of guaranteed delivery. Because the
exchange offer was oversubscribed, Danaher will accept only a
portion of the shares of its common stock that were validly
tendered and not validly withdrawn, on a pro rata basis in
proportion to the number of shares tendered. Stockholders who owned
fewer than 100 shares of Danaher common stock, or an "odd-lot," who
have validly tendered all of their shares, will not be subject to
proration, in accordance with the terms of the exchange offer.
Danaher intends to accept 22,921,984 of the tendered shares in
exchange for the 127,868,000 shares of Envista common stock owned
by Danaher. Based on the preliminary results, it is estimated that
approximately 7.22 percent of the tendered shares of Danaher common
stock will be exchanged, assuming all shares tendered by guaranteed
delivery procedures are delivered under the terms of the exchange
offer. This estimated preliminary proration factor is subject to
change based on the number of tendered shares that satisfy the
guaranteed delivery procedures, as well as the number of "odd-lot"
shares that were validly tendered and are not subject to proration.
Danaher expects to announce the final proration factor promptly
following December 17, 2019, the date
of expiration of the guaranteed delivery period. Shares of Danaher
common stock tendered but not accepted for exchange will be
returned to the tendering stockholders in book-entry form promptly
after the final proration factor is announced.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are
the dealer managers for the exchange offer. Evercore served as an
advisor to Danaher for the exchange offer.
ABOUT DANAHER
Danaher is a global science and technology innovator committed
to helping its customers solve complex challenges and improving
quality of life around the world. Its family of world class brands
has leadership positions in the demanding and attractive health
care, environmental and applied end-markets. With more than 20
operating companies, Danaher's globally diverse team of
approximately 71,000 associates is united by a common culture and
operating system, the Danaher Business System, and its Shared
Purpose, Helping Realize Life's Potential.
FORWARD-LOOKING STATEMENTS
This communication contains certain statements about Danaher and
Envista that are forward-looking statements. Forward-looking
statements are based on current expectations and assumptions
regarding Danaher's and Envista's respective businesses, the
economy and other future conditions. In addition, the
forward-looking statements contained in this communication may
include statements about the expected effects on Danaher and
Envista of the exchange offer, the anticipated timing and benefits
of the exchange offer, Danaher's and Envista's anticipated
financial results, and all other statements in this communication
that are not historical facts.
Because forward-looking statements relate to the future, by
their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and are
detailed more fully in Danaher's and Envista's respective periodic
reports filed from time to time with the Securities and Exchange
Commission (the "SEC"), the registration statement on Form S-4 and
Form S-1 filed by Envista (the "Registration Statement"), including
a prospectus (the "Prospectus") forming a part thereof, the tender
offer statement on Schedule TO filed by Danaher (the "Schedule TO")
and other exchange offer documents filed by Envista or Danaher, as
applicable, with the SEC. Such uncertainties, risks and changes in
circumstances could cause actual results to differ materially from
those expressed or implied in such forward-looking statements.
Forward-looking statements included herein are made as of the date
hereof, and neither Danaher nor Envista undertakes any obligation
to update publicly such statements to reflect subsequent events or
circumstances, except to the extent required by applicable
securities laws. Investors should not put undue reliance on
forward-looking statements.
ADDITIONAL INFORMATION
This communication is for informational purposes only and is
neither an offer to sell or the solicitation of an offer to buy any
securities nor a recommendation as to whether investors should
participate in the exchange offer. Investors and security
holders are urged to read the Prospectus and any other relevant
documents filed with the SEC, when they become available and before
making any investment decision, because they contain important
information about Danaher, Envista and the exchange
offer. None of Danaher, Envista, or any of their
respective directors or officers or any of the dealer managers
makes any recommendation as to whether investors should participate
in the exchange offer.
Envista has filed with the SEC the Registration Statement,
including the Prospectus forming a part thereof, and Danaher has
filed with the SEC the Schedule TO, which contain important
information about the exchange offer. Holders of Danaher common
stock may obtain copies of the Prospectus, the Registration
Statement, the Schedule TO, other related documents, and any other
information that Danaher and Envista file electronically with the
SEC free of charge at the SEC's website at www.sec.gov. Holders of
Danaher common stock will also be able to obtain a copy of the
Prospectus by clicking on the appropriate link on
http://investors.danaher.com/envista-exchange-offer.
Danaher has retained Okapi Partners LLC as the information agent
for the exchange offer. If you have any questions about the terms
of the exchange offer or how to participate, you may contact the
information agent at 877-566-1922 (toll-free for stockholders,
banks and brokers) or +1-212-297-0720 (all others outside the
U.S.).
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SOURCE Danaher Corporation