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
The following text is accessible at http://investors.danaher.com/envista-exchange-offer in connection with the offer by Danaher Corporation
(Danaher) to exchange up to an aggregate of 127,868,000 shares of common stock of Envista Holdings Corporation owned by Danaher for shares of common stock of Danaher, as described in further detail in the Prospectus (as defined below).
Last Updated: December 13, 2019
Overview Of Exchange Offer
On November 15,
2019, Danaher Corporation, a Delaware corporation (Danaher), commenced an offer to exchange (the Exchange Offer) 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), that are validly tendered and not validly
withdrawn, as described in further detail in the Prospectus, dated November 15, 2019, as amended (the Prospectus).
Pursuant to the
Exchange Offer, for each $100 of Danaher Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Envista Common Stock, subject to an upper limit of 5.5784 shares of Envista Common Stock per share of Danaher Common
Stock. The Exchange Offer does not provide for a lower limit or minimum exchange ratio. Because the upper limit was in effect, the exchange ratio has been fixed at that limit, and you will receive 5.5784 shares of Envista Common Stock per share of
Danaher Common Stock accepted in the Exchange Offer.
The value of Danaher Common Stock and Envista Common Stock for purposes of calculating the exchange
ratio was determined by Danaher by reference to the simple arithmetic average of the daily volume-weighted average prices (VWAPs) of Danaher Common Stock (the Average Danaher Price) and the Envista Common Stock (the
Average Envista Price) on the New York Stock Exchange (NYSE) during the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer (the
Averaging Dates and this three-day period, the Averaging Period). The Averaging Dates were December 9, 10 and 11, 2019.