WASHINGTON, May 8, 2020 /PRNewswire/ -- Danaher
Corporation (NYSE:DHR) ("Danaher") announced today that it has
priced concurrent offerings of 9,509,203 shares of common
stock at a price to the public of $163.00 per share and 1,550,000 shares of 5.00%
Series B Mandatory Convertible Preferred Stock at a price to the
public of $1,000 per share (the
offerings). The underwriters have separate 30-day options to
purchase up to an additional 1,426,379 shares of common stock,
and up to an additional 167,500 shares of mandatory
convertible preferred stock. The offerings are scheduled to
be completed on May 12, 2020, subject
to customary closing conditions.
The net proceeds from the common stock offering and the
mandatory convertible preferred stock offering will be
approximately $1.50 billion and
$1.51 billion, respectively (or
approximately $1.73 billion and
$1.67 billion, respectively, if the
underwriters exercise their options in full), in each case after
deducting issuance costs and discounts.
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. Credit Suisse is also
serving as a joint book-running manager for the offerings.
Unless earlier converted or redeemed, each share of mandatory
convertible preferred stock will automatically convert on
April 15, 2023 (subject to
postponement for certain market disruption or other events) into
between 5.0081 and 6.1349 shares of Danaher's common stock, subject
to certain customary anti-dilution adjustments.
Dividends on the mandatory convertible preferred stock will be
payable on a cumulative basis when, as and if declared by Danaher's
board of directors, at an annual rate of 5.00% on the liquidation
preference of $1,000 per share. If
declared, these dividends will be paid in cash or, subject to
certain limitations, in shares of Danaher's common stock or in a
combination of cash and shares of Danaher's common stock, at
Danaher's election, on January 15,
April 15, July
15 and October 15 of each
year, commencing on July 15, 2020 and
continuing to, and including, April 15,
2023.
The offerings are being made pursuant to an effective shelf
registration statement on file with the U.S. Securities and
Exchange Commission. Each offering is being made only by means of a
prospectus supplement relating to such offering and the
accompanying base prospectus. An electronic copy of each prospectus
supplement, together with the accompanying prospectus, will be
available on the SEC's website at www.sec.gov. Alternatively,
copies of each 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 and timing 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. 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