WASHINGTON, Dec. 11, 2019 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) announced today the final exchange ratio
for 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.
For each share of Danaher common stock that is validly tendered
and not validly withdrawn by stockholders and that is accepted
pursuant to the exchange offer, Danaher will deliver 5.5784 shares
of Envista common stock to or at the direction of any such
tendering stockholder.
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 exchange offer
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 it 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. Based on the final exchange ratio, Danaher
would accept for exchange approximately 22,921,984 shares of its
common stock upon consummation of a fully subscribed exchange
offer.
The exchange offer is currently scheduled to expire at 12:00
midnight, New York City time, at
the end of the day on December 13,
2019, unless the exchange offer is extended or
terminated.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are
the dealer managers 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. The offer will be made solely by
the Prospectus. The Prospectus contains important information about
the exchange offer, Danaher, Envista, and related matters, and
Danaher will deliver the Prospectus to holders of Danaher common
stock. 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