This Amendment No. 2 (this Amendment No. 2) 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 amended by Amendment No. 1 to the
Tender Offer Statement on Schedule TO filed with the SEC on December 11, 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. 2 does not modify any of the information previously reported on the Schedule TO.
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:
The Exchange Offer expired at 12:00 midnight, New York City time, at the end of the day on
December 13, 2019. Based on a preliminary count by the exchange agent, 305,594,776 shares of Danaher Common Stock were validly tendered and not validly withdrawn, including 123,273,497 shares of Danaher Common Stock that were tendered by notice
of guaranteed delivery. Because the Exchange Offer was oversubscribed, Danaher will accept only a portion of the shares of Danaher 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 own 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 for exchange 22,921,984 shares of Danaher Common Stock in exchange for
the 127,868,000 shares of Envista Common Stock owned by Danaher. Based on the preliminary results, if all shares of Danaher Common Stock tendered by notice of guaranteed delivery are delivered under the terms of the Exchange Offer, the estimated
preliminary proration factor applied to tendered shares of Danaher Common Stock subject to proration is approximately 7.22%. 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.
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