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 FINAL EXCHANGE RATIO OF 5.5784
FOR ENVISTA EXCHANGE OFFER
Washington,
D.C., December 11, 2019 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validly withdrawn by stockholders and that is accepted pursuant to the exchange offer, Danaher will deliver 5.5784 shares of Envista common stock to or at the direction of any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, Danahers 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 Lifes Potential.