STRN Stran and Company Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

SUTRON CORPORATION

(Name of Subject Company (Issuer))

 

 

SATELLITE ACQUISITION CORP.

(Offeror)

An Indirect Wholly Owned Subsidiary of

 

 

DANAHER CORPORATION

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

 

869380105

(CUSIP Number of Class of Securities)

 

 

Attila I. Bodi

Vice President and Chief Counsel, M&A

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037-1701

(202) 828-0850

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

 

Copies to:

Daniel Serota, Esq.

Margaret Butler, Esq.

Greenberg Traurig, LLP

The MetLife Building

New York, NY 10166

(212) 801-9200

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
N/A		N/A

 

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid: N/A		Filing Party: N/A
Form of Registration No.: N/A		Date Filed: N/A

 

x	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

Third-party tender offer subject to Rule 14d-1.

¨

Issuer tender offer subject to Rule 13e-4.

¨

Going-private transaction subject to Rule 13e-3.

¨

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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Preliminary Communication / Additional Information and Where to Find

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Satellite Acquisition Corp., a Virginia corporation (“Merger Sub”), and indirect wholly-owned subsidiary of Danaher Corporation, a Delaware Corporation (“Parent”), for all of the outstanding common stock of Sutron Corporation, a Virginia corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 21, 2015, among Parent, Merger Sub and the Company.

The materials filed herewith are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s common stock described in this filing has not commenced. At the time the offer is commenced, Parent will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”), and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.

Cautionary Statements Regarding Forward Looking Statements

Statements in these materials that are not strictly historical, including statements regarding the proposed acquisition of the Company, the expected timetable for completing the transaction, potential benefits and synergies of the transaction, future opportunities for the combined businesses 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, and involve a number of risks and uncertainties. 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. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Parent and the Company operate; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Parent’s ability to successfully integrate the Company’s operations and employees with Parent’s existing business; the ability to realize anticipated growth, synergies and cost savings; and the Company’s performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Parent’s SEC filings, including Parent’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as well as the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015. These forward-looking statements speak only as of the date of these materials and Parent 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, except as required by law.

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Hach Company and Sutron Corporation Joint Press Release dated June 22, 2015
99.2		Danaher Corporation Presentation to Sutron Corporation Employees dated June 22, 2015

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUTRON CORPORATION AGREES TO BE ACQUIRED BY HACH COMPANY AFFILIATE

FOR $8.50 PER SHARE

Sterling, VA and Loveland, CO – June 22, 2015 – Sutron Corporation (NASDAQ:STRN) and Hach Company are pleased to announce the entry into a definitive merger agreement, pursuant to which an affiliate of Hach Company will acquire Sutron Corporation by making a cash tender offer to acquire all outstanding shares of common stock of Sutron, at a purchase price of $8.50 per share, for a total enterprise value of approximately $39 million, net of cash.

Sutron would become a part of Hach Environmental, a group of companies including Ott Hydromet and Sea-Bird Scientific, that serves customers with high quality and reliable instruments focused on environmental monitoring solutions for natural resource and oceanographic applications. The addition of Sutron to the group is expected to provide many benefits, including the addition of core technologies in satellite communications, advanced air quality instrumentation, and highly sophisticated meteorological software solutions.

Glenn Cruger, President of Hach Environmental, said “Sutron is an excellent complement to Ott Hydromet’s portfolio of water quality, quantity and telemetry solutions with global reach that meets customer’s needs for integrated, seamless hydromet networks of sensors, communications and software. This combination will further build out our strong platform of environmental monitoring solutions designed to help our customers solve their most challenging water resources problems.”

Sutron’s Chairman, Chief Executive Officer and President, Raul McQuivey, said “I believe this transaction represents an outstanding opportunity for our shareholders, employees, and customers. As part of Hach Environmental, Sutron’s commitment to providing robust environmental monitoring solutions to hydromet, meteorological and air quality professionals will continue, and we will be able to expand our capability to provide the end-to-end solutions our customers have been asking of us.”

The Sutron Board of Directors has unanimously recommended that Sutron shareholders accept and tender their shares into the offer. The offer is subject to customary conditions, including tender of 66 2/3 percent of the outstanding shares into the offer, on a fully diluted basis, and the absence of a material adverse change with respect to Sutron. The transaction is expected to be completed in the third quarter of 2015.

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About Sutron Corporation

Sutron Corporation is headquartered in Sterling, Virginia. Sutron provides hydrological, meteorological, air quality, oceanic and aviation real-time data collection products, systems, software and services to a diversified customer base of federal, state, local and foreign governments, engineering companies, universities, hydropower companies and other commercial entities.

About Hach Environmental

The Hach Environmental group of companies provides advanced water measurement technologies used in oceanography, hydrology, meteorology, and wastewater flow monitoring, along with world class sales and service support.

Notice to Investors

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Sutron Corporation common stock described in this press release has not yet commenced. At the time the planned offer is commenced an affiliate of Hach Company will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Sutron Corporation will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Sutron Corporation security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

Forward-Looking Statements

Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses, and any other statements regarding events or developments that either party believes or anticipates 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 risks and uncertainties 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 risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which the Hach and Sutron businesses operate; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Hach’s ability to successfully integrate Sutron’s operations and employees with its existing business; the ability to realize anticipated growth, synergies and cost savings; and Sutron’s performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements are available in the respective SEC filings of each of Sutron and of the ultimate parent entity of Hach Company, including the respective most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this release and neither party assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

Exhibit 99.2

 

Exhibit 99.1

Welcome to Danaher

Associate Introduction June 22, 2015

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Purpose of Our Meeting

Danaher Corporation introduction

The merger between Danaher and Sutron

How will it impact you

What’s going to happen next

2

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Strategic Platforms

Test & Life Sciences Industrial Environmental Dental Measurement & Diagnostics Technologies

Water Quality Communications Dental Diagnostics Product ID

Gilbarco Veeder- Instruments Life Sciences Automation Root

Outstanding portfolio of market-leading brands 3

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Danaher, post separation

Danaher

2014 Revenue: $16.5B*

Life Sciences Diagnostics Water Quality

$2.5B $4.8B $2.0B

Product ID Pall Dental

$1.6B $2.8B $2.9B

Founded in 1984

Headquartered in

Washington, DC

New York Stock Exchange

Ticker: DHR

Global team of ~57,400 associates (including Pall)

* Reflects aggregate revenues from constituent businesses (including with respect to “Future Danaher,” Pall) for the respective, most recently

completed fiscal year. Pall revenues are based on 2014 FYE ended July 31, 2014. Includes $0.7B of annual revenues for Nobel Biocare and $0.2B of

annual revenues for Devicor, each of which was acquired in December 2014.

You are joining other fantastic companies 4

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Danaher Core Values

The Best Team Wins Customers Talk, We Listen Kaizen is Our Way of Life Innovation Defines our Future We Compete for Shareholders

5

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Danaher Business System

The best team wins

People plan process performance

Innovation defines our future

Customers customers talk, we listen

Quality delivery cost innovation

Danaher kaizen is our way of life

6

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DBS Toolkit Today

DBS FUNDAMENTALS

Voice of Value stream Transactional process Problem Visual and daily

Standard work Kaizen basics 5S

the customer mapping improvement solving process management

GROWTH LEAN LEADERSHIP

Leadership Associate

Dream Develop Deliver Reliability Transactional Operations Business process

development development

Transactional

Breakthrough ideation Speedy Reliability PD Executive champion

Inside sales lean conversion and Lean conversion Strategic Planning Introduction to DBS

open innovation Design Review (SDR) boot Camp orientation

Daily Mgmt.

Customer Accelerated Customer defect Production sales GM Leadership and Training and

Value selling Set-up reduction organization

segmentation product development tracking and resolution inventory Policy Deployment * facilitation

communications*

Demand Supplier quality Value analysis/ Production Acquisition Developing Crucial

Toll Gate #2 kaizen Sales force initiative

generation management value engineering preparation process Integration growth leaders * conversations

Pricing margin Just in time Total productive Financial

Lean software design Design for reliability Risk assessment *

management accounting manufacturing acumen

Danaher materials

Failure mode Accounts receivable Leveraging Recruiting and

Project management Price leakage kaizen process

effects analysis best practices your impact * selection

(Includes kanban)

Product life cycle Product life cycle Accounts payable ID, developing and DBS leader

Quality system basics Heijunka

management management best practices communications* boot camp

DBS compliance

Intellectual Customer service Energy conservation Advanced talent DBS leader

Strategic negotiations for medical device

property process and support kaizen assessment * continuing education

manufacturing

Sourcing workshop

Product planning Search engine Personal review Variation reduction Adjusting your Development for

and supply base

group optimization and team inspection kaizen leadership style * growth

management

User experience Commodity Measurement DBS tool

Pay per click kaizen Situational leadership

design management system analysis certification (MBB)

Supply chain and

On-Line Driving the

What’s unique about DBS tools logistics Change management

nurturing kaizen Danaher culture

-Integrated and improved over time best practices

-Smart usage pick for highest impact Lean supply chain

-Velocity of implementation Positioning and (Strategic supplier Leading Leadership

Messaging Kaizen multiple P&Ls essentials

-Commitment to use everybody’s job productivity)

-Shared across Danaher companies 7

-* = Class in DHR Leadership Program

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Core Value Drivers

Customer Quality

On-Time Delivery

Associate Internal Fill Rate Turnover

Core Growth OMX

Shareholder Cash Flow / Working Capital Turnover Return on Invested Capital

How we measure our success 8

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Water Quality Group Overview

9

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Water Quality Overview

2014 Financials

Revenue ~$2.0B

Revenue Breakdown

Geographic Mix

2% 27%

51% 45% 55% 20%

Market Details

Market Size ~$10B Growth Rate +LSD/MSD

Growth Drivers

Increasing environmental awareness

Process optimization

Adoption and enforcement of new and existing regulations

High growth markets

Customers

Municipal water facilities

Industrial process and utilities

Environmental and oceanographic institutions

Market leading positions capitalizing on attractive secular growth trends

10

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Water Quality Platform Overview

Source Municipal Industrial Agriculture Residential

End User

Government, Municipal W/WW Process industries Agribusiness, POU

Served research agencies facilities (Power, F&B, O&G, Farms

Customers etc.)

Water Quality Platform—Analytics

Water Quality Platform—Treatment

Strong brands, channels and technology across customer segments 11

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Water Quality Impact

Every $1 spent on improving water access, quality and sanitation generates $4 in economic return

Although more than 70% of the earth’s surface is covered with water, less than 1% is available as safe drinking water 800 million people lack access to clean drinking water, with over 3 million people dying each year of water related diseases

Trojan UV systems treat over 7 billion gallons of drinking water More than 200 billion gallons of water is analyzed by Hach instrumentation OTT flood warning systems protect more than 60 million people via early detection alarms Sea-Bird provides oceanographic data to help explain ocean-climate dynamics and its implications (e.g., sea level rise in the next 100 years)

DHR water quality products impact the lives of over 3 billion people globally 12

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Water Quality Acquisition Success

WATER QUALITY PLATFORM Water testing equipment Technology to test, analyze and for municipal and

+ = treat ultra-pure, waste, ground, industrial customers ocean and drinking water

1999 2014

25% 5%

Revenue: ~$125M 30% Revenue: HGMs Other

Other 70% Acquisitions

North ~$2.0B 50%

America 20% North

Europe America

Operating Margin: High teens Research & Operating Margin: ~25%

Development

Associates ~550 Associates ~6,800

Products Sales & Marketing Products

Geographic

Footprint

Growth investments made a good company even better…still improving! 13

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Hach Environmental Overview

Hydromet Oceanography Elemental Analysis Pool and Spa Construction Material Testing

5 businesses focused on environmental measurement

14

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OTT Hydromet Served Applications

Coastal & E

Hydropower

Irrigation

Flood Warning Water Quality

Groundwater Water Treatment

Outstanding company in th 15

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OTT Hydromet Solutions

Water level Precipitation Water Quality Data Acquisition Communication Service

Surface water All weather Surface water Station Manager Radio Repair Ground water precipitation Ground water—Multi-channel Phone Training gauge Satellite Installation Present

Discharge weather

Instruments for

Software Solutions portable Network Management measurement Data Management Instruments for continuous measurement

Full spectrum of analytical instrumentation, communication support, and service

16

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OTT Hydromet Strategic Vision

Designing answers that go beyond the expections of hydromet professionals to support them in caring for the world’s water

17

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Sutron Strategic Vision

Designing answers that go beyond the expections of hydromet professionals to support them in caring for the world’s water

It is our vision to become the world’s market leader in providing innovative, reliable, robust and quality Hydrologic, Meteorologic and Oceanic real-time data collection and control products, systems, software and services. We will achieve our vision by continually offering state-of-the art products and outstanding services that meet or exceed our customer’s needs and expectations

18

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Sutron—What We Like

Highly skilled, accomplished employees

A deep knowledge of hydrology, meteorology, and oceanic customers and their applications

Leading technology and product development capability

Market leadership and a leading brand name

OTT and Sutron offer highly complementary products, and the ability to better serve the end-to-end needs of our customers

Complementary geographical sales and service coverage

Outstanding company in attractive position to sustain continued growth 19

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We Know There Is a Lot on Your Mind…

What happens to me? Do we change our letterhead and Will I still have a job? business cards?

What will it be? What happens to my cell phone? Where will it be? What do we tell our customers and Will my boss change? suppliers?

What about my benefits? How should we answer the phone? What about my pay?

20

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Here are Some Answers!

Sutron and Danaher remain independent companies until closing—business

as usual

For now:

Same job, same manager, stay focused on the customer!

Keep your job title and grade

Keep your job location

Keep your business card, email address, phone etc.

Keep the Sutron brand name

Keep your health and retirement plans

Keep your enthusiasm and focus on the customer 21

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Danaher—Benefits

Danaher provides associates a competitive benefits offering*:

Medical insurance

Dental insurance

Health Savings Plan

401k / retirement savings

Vision plan

Short-term and long-term disability

Others: Accidental death and dismemberment, home insurance,

employee assistance, auto, home, pet insurance

Benefits will not change until after close of the merger

We will provide more information before benefits change

* Employer paid, employee co-pay, or employee paid, depending on the plan

No changes today – more to come 22

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What You Can Expect –

In the Next Few Days

Letters/phone calls to customers, strategic partners, key suppliers Plan joint customer visits, as needed Plan on-site visits to Colorado, Texas and India offices Start setting integration planning meeting dates

23

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What You Can Expect –

In the Coming Months

Ongoing interaction, communication and engagement from Danaher

and Sutron leaders

Until close of the merger:

Danaher and Sutron will continue to operate separately

Danaher will not be involved in Sutron’s day-to-day business activities

Danaher and Sutron’s senior leadership will start transition planning:

Ashish Raval and Anton Felder (MD – Ott) will lead the commercial

integration planning team

Glen Goold will lead the “Operational” transitional planning with

counterparts from Hach and Ott

Operations: Stefan Gramlich (Ott Dir Ops)

Finance: Joerg Mayer (Ott CFO)

HR and Benefits: Terry Samona (Hach Env. HR Dir)

Legal: Jeff Klembczyk (Hach Env. Counsel)

24

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What You Can Expect—

On and After Close

Upon close of the merger:

From a publicly traded company to a wholly -owned subsidiary

Will run as a stand-alone operating company

Changes in financial reporting

First 100 days post-close of the merger

Sutron leadership introduction to DBS and Strategic Planning Process

Sutron and OTT leadership develops a Strategic Plan

3 to 5 year planning horizon

Focused on growing the business and better serving customers

Some benefits may change to Danaher

Change is jointly led by the Sutron and OTT leadership teams

25

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Communication Lines are Open

It’s normal to feel apprehension, uncertainty and mistrust

Danaher has done this before, but each situation is unique

We don’t have it all figured out yet

For now, there are more questions than answers, but we will keep lines of communication open

Communication is a two-way street and we welcome your questions and feedback

26

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Notice to Investors

This presentation is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding

shares of Sutron Corporation’s (“Sutron”) common stock described in this filing has not commenced. At the time the offer is

commenced, Danaher Corporation (“Danaher”) will file a tender offer statement on Schedule TO with the Securities and Exchange

Commission (“SEC”), and Sutron will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The

tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the

solicitation/recommendation statement will contain important information that should be read carefully before any decision is made

with respect to the tender offer. Those materials will be made available to Sutron’s shareholders at no expense to them. In addition,

all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s

website: www.sec.gov.

Cautionary Statements Regarding Forward Looking Statements

Statements in these materials that are not strictly historical, including statements regarding the proposed acquisition of Sutron, the

expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction,

future opportunities for the combined businesses, and any other statements regarding events or developments that either party

believes or anticipates 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 risks and uncertainties 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 risks and uncertainties related to, among other things: general economic

conditions and conditions affecting the industries in which Danaher and Sutron operate; the uncertainty of regulatory approvals; the

parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Danaher’s ability to

successfully integrate Sutron’s operations and employees with Danaher’s existing business; the ability to realize anticipated growth,

synergies and cost savings; and Sutron’s performance and maintenance of important business relationships. Additional information

regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Danaher’s

SEC filings, including Danaher’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form

10-Q for the quarterly period ended March 31, 2015 as well as Sutron’s SEC filings, including Sutron’s Annual Report on Form 10-K

for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015. These

forward-looking statements speak only as of the date of this presentation and neither party assumes any obligation to update or revise

any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

27

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Danaher