WASHINGTON, May 7, 2020 /PRNewswire/ -- Danaher Corporation
(NYSE:DHR) ("Danaher") announced today that it has commenced
concurrent offerings of $1.25 billion of shares of common
stock and $1.25 billion of shares of Series B Mandatory
Convertible Preferred Stock, subject to market and other conditions
(the offerings). Danaher expects to grant the underwriters separate
30-day options to purchase up to an additional $187.5 million
of shares of common stock, and up to an additional $187.5
million of shares of mandatory convertible preferred
stock.
Danaher anticipates using the net proceeds for general
corporate purposes, which may include, without limitation and in
our sole discretion, funding potential future acquisitions and
investments, working capital, capital expenditures, investments in
or loans to our subsidiaries, refinancing of outstanding
indebtedness, refinancing of outstanding capital securities, share
repurchases (including, but not limited to, repurchases of our
common stock), dividends and satisfaction of other obligations.
Goldman Sachs & Co. LLC, J.P. Morgan, Citigroup and
Evercore, are acting as representatives of the underwriters and
joint book-running managers for the offerings.
Each share of mandatory convertible preferred stock is expected
to have a liquidation preference of $1,000 per share. Unless earlier converted or
redeemed, each share of mandatory convertible preferred stock will
automatically convert into a variable number of shares of Danaher's
common stock on the mandatory conversion date, which is scheduled
to occur on April 15, 2023. The
conversion terms, dividend rate and the other terms of the
mandatory convertible preferred stock will be determined at the
time of pricing.
The offerings are being made pursuant to an effective shelf
registration statement on file with the U.S. Securities and
Exchange Commission. Each offering will be made only by means of a
prospectus supplement relating to such offering and the
accompanying base prospectus. An electronic copy of each
preliminary prospectus supplement, together with the accompanying
prospectus, is available on the SEC's website at www.sec.gov.
Alternatively, copies of each preliminary prospectus supplement and
accompanying prospectus relating to either offering can be obtained
by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York,
New York 10282, Telephone: 1-866-471-2526, Email:
prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717,
Telephone: (866) 803-9204, Email: prospectus-eq_fi@jpmchase.com;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New
York 11717, Telephone: 1-800-831-9146; and Evercore Group
L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street,
36th Floor, New York, NY 10055,
Telephone: 888-474-0200, Email: ecm.prospectus@evercore.com.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, the common stock, the mandatory
convertible preferred stock or any other securities, nor shall
there be any offer, solicitation or sale of any security mentioned
in this press release in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
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 67,000 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
Statements in this release that are not strictly historical,
including the statements regarding the completion, timing and
sizing of the offerings, the anticipated use of proceeds and any
other statements regarding events or developments that we believe
or anticipate will or may occur in the future, may be
"forward-looking statements" within the meaning of the federal
securities laws. The offerings are subject to market and other
conditions and there can be no assurance as to whether or when the
offerings will be completed. There are a number of important
factors that could cause actual events to differ materially from
those suggested or indicated by such forward-looking statements and
you should not place undue reliance on any such forward-looking
statements. Additional information regarding the factors that may
cause actual results to differ materially from these
forward-looking statements is available in the prospectus
supplements and accompanying prospectus related to the offerings
and in Danaher's other SEC filings, including Danaher's 2019 Annual
Report on Form 10-K and its Quarterly Report on Form 10-Q for the
quarter ended April 3, 2020. These
forward-looking statements speak only as of the date of this
release and except as required by law, Danaher does not assume any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise.
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SOURCE Danaher Corporation