This Amendment No. 3 (this “Amendment No. 3”) 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 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the SEC on December 16, 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. 3 does not modify any of the information previously reported on the Schedule TO.
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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:
Based on the final count by the exchange agent, the results of the Exchange Offer are as
follows:
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Total number of shares of Danaher Common Stock validly
tendered
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304,607,504
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Shares validly tendered that were subject to proration
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303,682,229
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“Odd-lot” shares validly tendered that were not
subject to proration
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925,275
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Total number of shares of Danaher Common Stock accepted
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22,921,984
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Danaher accepted 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. Because the Exchange Offer was oversubscribed, Danaher accepted 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 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.
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