WASHINGTON, Sept. 14,
2022 /PRNewswire/ -- Danaher Corporation (NYSE: DHR)
today announced its intention to separate its Environmental &
Applied Solutions segment to create an independent, publicly traded
company. The new company will be comprised of Danaher's Water
Quality and Product Identification businesses and will be referred
to as "EAS" until it is named at a later date. The transaction
is intended to be tax-free to Danaher shareholders and expected to
be completed in the fourth quarter of 2023.
"With today's announcement, Danaher will become a more focused
science and technology leader committed to innovation and making a
profound impact on human health," said Rainer M. Blair, President and Chief Executive
Officer.
"We believe that EAS will be advantaged as a standalone company
with greater opportunities to pursue high-impact organic and
inorganic investments," Mr. Blair continued. "The combination of a
resilient business model—with more than 50% recurring revenue—and a
talented team with a foundation built on the Danaher Business
System will position EAS to continue delivering the same
outstanding results it has as part of Danaher."
Mr. Blair concluded, "This is an important milestone for both
Danaher and EAS and demonstrates our commitment to maximizing
long-term value for all of our stakeholders."
Jennifer L. Honeycutt will become
President and Chief Executive Officer of EAS upon completion of the
transaction. Ms. Honeycutt joined Danaher in 1999 via the
acquisition of Hach and she currently serves as a Danaher Executive
Vice President with responsibility for the Environmental &
Applied Solutions segment. Ms. Honeycutt has extensive mergers and
acquisitions experience and brings a strong operational track
record to EAS, having overseen accelerated business performance at
several Danaher operating companies.
"I am honored and humbled to be selected to lead EAS as a
standalone public company," said Ms. Honeycutt. "As a leading water
quality and product identification franchise we will be
well-positioned to pursue our strategic priorities and create
long-term value for our shareholders, customers and associates. We
have an outstanding team that is committed to executing with the
Danaher Business System and building upon our culture of continuous
improvement. I look forward to leading the team through this
transition and toward our opportunities ahead."
TRANSACTION DETAILS
Danaher is targeting to complete the separation in the fourth
quarter of 2023, subject to the satisfaction of customary
conditions, including obtaining final approval from the Danaher
Board of Directors, satisfactory completion of financing, receipt
of tax opinions, receipt of favorable rulings from the Internal
Revenue Service and receipt of other regulatory approvals.
Additional details regarding the anticipated separation of EAS have
been posted to the "Investors" section of Danaher's public website,
www.danaher.com.
EAS
EAS will have leading positions and outstanding brands in the
areas of water quality and product identification. EAS will be
comprised of Danaher's current Environmental & Applied
Solutions segment operating companies including Hach, ChemTreat,
Trojan, OTT, and McCrometer in Water Quality and Videojet, X-Rite
Pantone, Esko and Linx in Product Identification. The segment
generated revenue of approximately $4.7
billion in 2021 and has a global team of approximately
16,000 associates united by a common culture and operating system,
with the Danaher Business System as its foundation. As a standalone
entity EAS is expected to have an investment-grade credit
rating.
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 80,000 associates is united by a common culture and
operating system, the Danaher Business System, and its Shared
Purpose, Helping Realize Life's Potential. For more
information, please visit www.danaher.com.
FORWARD-LOOKING
STATEMENTS
Statements in this release that are not strictly historical,
including the statements regarding the anticipated separation of
Danaher's Environmental and Applied Solutions segment, the expected
timetable for completing the transaction, EAS advantages as a
standalone company, future organic and inorganic investment
opportunities for EAS, EAS's future growth prospects, positioning
and financial and operating performance, anticipated value-creation
opportunities for Danaher's and EAS's stakeholders, EAS's
anticipated leadership, anticipated benefits and synergies of the
transaction (including the anticipated tax treatment of the
transaction) and any other statements regarding events or
developments that we believe or anticipate will or may occur in the
future are "forward-looking" statements within the meaning of the
federal securities laws. There are a number of important
factors that could cause actual results, developments and business
decisions 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. These
factors include, among other things, the uncertainty of regulatory
approvals, Danaher's ability to satisfy the necessary conditions to
consummate the transaction on a timely basis or at all, Danaher's
ability to successfully separate EAS and realize the anticipated
benefits from the separation (including consummating the
transaction on a basis that is tax-free to shareholders), EAS's
ability to succeed as a stand-alone, publicly traded company,
deterioration of or instability in the economy, the markets we
serve and the financial markets, uncertainties relating to U.S.
laws or policies, including potential changes in U.S. policies and
tariffs and the reaction of other countries thereto, contractions
or growth rates and cyclicality of markets we serve, competition,
our ability to develop and successfully market new products and
technologies and expand into new markets, the potential for
improper conduct by our employees, agents or business partners, our
compliance with applicable laws and regulations (including rules
relating to off-label marketing and other regulations relating to
medical devices and the health care industry), the results of our
clinical trials and perceptions thereof, our ability to effectively
address cost reductions and other changes in the health care
industry, our ability to successfully identify and consummate
appropriate acquisitions and strategic investments and successfully
complete divestitures and other dispositions, our ability to
integrate the businesses we acquire and achieve the anticipated
growth, synergies and other benefits of such acquisitions,
contingent liabilities and other risks relating to acquisitions,
investments, strategic relationships and divestitures (including
tax-related and other contingent liabilities relating to past and
future IPOs, split-offs or spin-offs), security breaches or other
disruptions of our information technology systems or violations of
data privacy laws, the impact of our restructuring activities on
our ability to grow, risks relating to potential impairment of
goodwill and other intangible assets, currency exchange rates, tax
audits and changes in our tax rate and income tax liabilities,
changes in tax laws applicable to multinational companies,
litigation and other contingent liabilities including intellectual
property and environmental, health and safety matters, the rights
of the United States government to
use, disclose and license certain intellectual property we license
if we fail to commercialize it, risks relating to product, service
or software defects, product liability and recalls, risks relating
to product manufacturing, our relationships with and the
performance of our channel partners, uncertainties relating to
collaboration arrangements with third-parties, commodity costs and
surcharges, our ability to adjust purchases and manufacturing
capacity to reflect market conditions, reliance on sole sources of
supply, the impact of deregulation on demand for our products and
services, the impact of climate change, or legal or regulatory
measures to address climate change, labor matters and our ability
to recruit, retain and motivate talented employees, international
economic, political, legal, compliance, social and business factors
(including the impact of the military conflict between Russia and Ukraine and the United Kingdom's separation from the EU),
disruptions relating to man-made and natural disasters (including
pandemics such as COVID-19), and pension plan costs.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements
is available in our SEC filings, including our 2021 Annual Report
on Form 10-K and Quarterly Report on Form 10-Q for the second
quarter of 2022. These forward-looking statements speak only
as of the date of this release and except to the extent required by
applicable law, the Company 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