Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 15 2019 - 4:21PM
Edgar (US Regulatory)
Filed by: Danaher Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.: 001-08089
November 15, 2019
Dear Danaher Associates,
Today, we announced the next step in
Envistas journey to becoming a standalone company. As you recall, Danaher is currently Envistas largest shareholder, owning about 80% of Envistas common stock. In a press release today, we announced that we are offering Danaher
shareholders the choice to exchange shares of their Danaher common stock for shares of Envista common stock, currently held by Danaher. This transaction is commonly referred to as a split off exchange offer.
Following the completion of this exchange offer, Danaher expects that it will no longer have any ownership interest in Envista. Envista will be a standalone
company. Danaher executives that previously had been appointed to the Envista Board of Directors, with the exception of Dan Daniel and Daniel Raskas, will step down from the board.
Danaher shareholders may choose to tender all, some or none of their shares in exchange for Envista shares (subject to the terms of the exchange offer). More
information about the exchange offer can be found here. Shareholders have until December 13th to decide whether they wish to participate in the exchange offer (unless the offer period is extended
or terminated for any reason).
As an associate, this exchange offer may impact you and any shares of Danaher common stock you hold. Read on for further
information.
If you own Danaher common stock in a brokerage account or other investment account (including shares acquired from RSUs that have
vested):
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You have the choice to participate in the exchange offer
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You will receive additional information from your bank or broker explaining the exchange offer and the actions
you need to take if you wish to opt-in
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If you participate in the Danaher stock fund in the
US 401k plan:
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You have the choice to participate in the exchange offer
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You will receive additional information from Fidelity explaining the exchange offer and the actions you need to
take if you wish to opt-in
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After the split-off, any Envista shares you own will be held in your
Fidelity BrokerageLink account
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The deadline for 401k participants to opt-in to the exchange offer will
be December 9th. The earlier deadline is required in order to give Fidelity sufficient time to transmit the elections of plan participants to the exchange agent
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If you choose to participate in the exchange offer, you will not be able to make any trades (in/out) of your
Danaher stock fund for up to ten business days following the split-off. This blackout period is needed in order to give Fidelity time to settle account balances
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If you are a Danaher equity award holder (PSUs, unvested RSUs, unvested stock options, and/or vested, unexercised stock options):
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This exchange offer does not impact your Danaher equity awards
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No adjustment to your existing equity awards, whether vested or unvested, is required as a result of the exchange
offer
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If you hold Danaher shares in a non-qualified retirement plan, such as EDIP,
DCP/ECP:
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This exchange offer does not impact any balances in your Danaher stock fund
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No adjustment to your Danaher stock fund balance is required as a result of the exchange offer
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This list does not account for all scenarios by which a Danaher associate may hold Danaher common stock. All Danaher shareholders
eligible to participate in the exchange offer will receive additional information about the offer. Please read all information you receive about the exchange offer and consult with your bank, broker and legal and tax advisors to understand your
choices and make the decision right for you.
We will share updates with you regarding the outcome of the exchange offer and next steps in due course.
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FORWARD-LOOKING STATEMENTS
This communication contains certain statements about Danaher Corporation (Danaher) and Envista Holdings Corporation (Envista)
that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Danahers and Envistas 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, Danahers and Envistas
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 Danahers and Envistas 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. The offer will be made solely by the Prospectus.
The Prospectus contains important information about the exchange offer, Danaher, Envista, and related matters, and Danaher will deliver the Prospectus to holders of Danaher common stock. 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 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 SECs website at www.sec.gov.
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