WASHINGTON, Dec. 18, 2019 /PRNewswire/ -- Danaher Corporation
(NYSE: DHR) announced today the final 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.
Based on the final count by the exchange agent, Computershare
Trust Company, N.A., the final results of the exchange offer are as
follows:
- Total number of shares of Danaher common stock validly tendered
and not validly withdrawn: 304,607,504
- Shares validly tendered that were subject to proration:
303,682,229
- "Odd-lot" shares validly tendered that were not subject to
proration: 925,275
- Total number of shares of Danaher common stock accepted:
22,921,984
Today, Danaher accepted 22,921,984 of the tendered shares in
exchange for the 127,868,000 shares of Envista common stock owned
by Danaher. Because the exchange offer was oversubscribed, Danaher
accepted 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validly tendered and not validly withdrawn, on a pro rata basis in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
validly tendered all of their shares, were not subject to
proration, in accordance with the terms of the exchange offer. All
shares validly tendered by eligible "odd-lot" stockholders have
been accepted. The final proration factor of 7.2433% had been
applied to all other validly tendered shares of Danaher common
stock to determine the number of such shares that were
accepted.
Shares of Danaher common stock tendered but not accepted for
exchange will be returned to the tendering stockholders in
book-entry form promptly. In addition, the exchange agent will
promptly credit shares of Envista common stock for distribution in
the exchange offer in book-entry form to accounts maintained by the
Envista transfer agent for tendering stockholders whose shares of
Danaher common stock were accepted in the exchange offer. Checks in
lieu of fractional shares of Envista common stock will be delivered
after the exchange agent has aggregated all fractional shares and
sold them in the open market.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
served as 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 more than
60,000 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, 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