Filed by: Danaher Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.: 001-08089
DANAHER ANNOUNCES PRELIMINARY
RESULTS OF ENVISTA EXCHANGE OFFER
Washington, D.C., December 16, 2019 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withdrawn, including 123,273,497 shares that were tendered by notice of guaranteed delivery.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validly withdrawn, on a pro rata basis in proportion to the number of shares tendered.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.