WASHINGTON, May 14, 2015 /PRNewswire/ -- Danaher Corporation
(NYSE: DHR) announced today that it has commenced an exchange offer
related to the split-off of its Communications business. The
split-off transaction is in connection with the previously
announced combination of Danaher's Communications business with
NetScout Systems, Inc. (NASDAQ: NTCT).
Key elements of the exchange offer:
- Danaher stockholders have the option to exchange some, all or
none of their shares of Danaher common stock for common units of
Potomac Holding LLC, a Danaher subsidiary formed to hold Danaher's
Communications business, subject to proration as described below.
In the combination, common units of Potomac Holding LLC will
convert automatically into the right to receive shares of NetScout
common stock.
- Tendering Danaher stockholders are expected to receive
approximately $107.53 of NetScout
common stock for every $100 of
Danaher common stock tendered, subject to the upper limit described
below.
- Danaher will determine the prices at which shares of Danaher
common stock and common units of Potomac Holding LLC (and
ultimately shares of NetScout common stock) will be exchanged by
reference to the simple arithmetic average of the daily
volume-weighted average prices of Danaher common stock and NetScout
common stock, respectively, on the New York Stock Exchange and the
NASDAQ Global Market on each of the last three trading days of the
exchange offer.
- Danaher currently expects to issue approximately 62,500,000
common units of Potomac Holding LLC in the exchange offer. The
number of shares of Danaher common stock that will be accepted in
the exchange offer will depend on the final exchange ratio and the
number of shares of Danaher common stock tendered.
- The exchange offer and withdrawal rights are scheduled to
expire at 12:00 midnight, New York
City time, on July 8, 2015,
unless the exchange offer is extended or terminated.
The exchange offer is designed to permit Danaher stockholders to
exchange all or a portion of their shares of Danaher common stock
for common units of Potomac Holding LLC (which will convert into
shares of NetScout common stock) at a discount of 7 percent to the
per-share value of NetScout common stock, subject to an upper limit
of 2.2522 Potomac Holding LLC common units for each share of
Danaher common stock tendered in the exchange offer.
The aggregate number of shares of NetScout common stock issued
in the combination is expected to result in Danaher stockholders
and Potomac Holding LLC employees collectively owning approximately
59.5 percent of the issued and outstanding shares of NetScout
common stock on a fully diluted basis immediately after the
combination.
If the upper limit is reached as of the initial expiration of
the exchange offer, then the exchange offer will be subject to a
mandatory extension of two trading days, as described in the
exchange offer materials being sent to Danaher stockholders.
The final exchange ratio showing the number of common units of
Potomac Holding LLC that Danaher stockholders participating in the
exchange offer will receive for each share of Danaher common stock
accepted for exchange will be announced by news release no later
than 4:30 p.m., New York City time, on the expiration date
(unless the exchange offer is extended). The exchange offer will
expire at 12:00 midnight, New York
City time, on July 8, 2015,
unless terminated or extended, and the closing of the merger of the
NetScout subsidiary with and into Potomac Holding LLC is expected
to occur promptly after expiration of the exchange offer. The
transactions are subject to customary closing conditions, including
NetScout stockholder approval and Danaher's receipt of an opinion
of counsel regarding certain tax matters. NetScout has scheduled a
special meeting of stockholders to be held on June 25, 2015 to approve the issuance of NetScout
common stock in the transaction. As a result of the exchange offer,
the number of outstanding shares of Danaher common stock will be
reduced.
The exchange offer will be subject to proration if the exchange
offer is oversubscribed, and the number of shares accepted in the
exchange offer may be fewer than the number of shares tendered.
If the exchange offer is consummated but not fully subscribed,
then the remaining common units of Potomac Holding LLC owned by
Danaher will be distributed on a pro rata basis to Danaher
stockholders whose shares of Danaher common stock remain
outstanding after the consummation of the exchange offer.
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 have unparalleled leadership
positions in some of the most demanding and attractive industries,
including health care, environmental and industrial. The company's
globally diverse team of 71,000 associates is united by a common
culture and operating system, the Danaher Business System. In 2014,
Danaher generated $19.9 billion in
revenue and its market capitalization exceeded $60 billion. For more information please visit
www.danaher.com.
ABOUT NETSCOUT
NetScout is the market leader in service assurance solutions that
enable enterprise and service provider organizations to assure the
quality of the user experience for business and mobile services.
NetScout's technology helps these organizations proactively manage
service delivery and identify emerging performance problems,
helping to quickly resolve issues that cause business disruptions
or negatively impact users of information technology. For more
information please visit www.netscout.com
FORWARD-LOOKING STATEMENTS
Statements in this release
that are not strictly historical, including statements regarding
the expected effects of the proposed distribution of the
Communications business to Danaher stockholders and the combination
of such business with NetScout (the "Transaction"), the anticipated
timing and terms of the Transaction, whether the Transaction will
be tax-free for Danaher and its stockholders for U.S. federal
income tax purposes, and any other statements regarding events or
developments that Danaher 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 risks and uncertainties include, among other
things, the ability of Danaher and NetScout to satisfy the
conditions to the Transaction on a timely basis, the parties'
ability to complete the Transaction on the anticipated terms and
schedule, including the ability to obtain NetScout stockholder
approval and the anticipated tax treatment for the Transaction, the
risk that the Transaction will harm Danaher's business, and the
risk of deterioration of or instability in the business performance
of the Communications business or NetScout, of their respective
served markets or in the general economy.
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 its
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 Danaher assumes no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events and developments or otherwise.
ADDITIONAL INFORMATION
This communication does not
constitute an offer to buy, or a solicitation of an offer to sell,
any securities of NetScout, Danaher's Communications business or
Danaher. In connection with the Transaction, Potomac Holding LLC
has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 and Form S-1 in connection with
its separation from Danaher, and NetScout has filed with the SEC a
registration statement on Form S-4, each of which includes a
prospectus. NetScout has also filed a definitive proxy
statement which has been sent to the NetScout stockholders in
connection with their vote required in connection with the
Transaction. Investors and security holders are urged to read
the registration statements, the prospectus, the proxy statement
and any other relevant documents, because they contain important
information about NetScout, the Communications business of Danaher
and the Transaction. The registration statements, the
prospectus, the proxy statement and other relevant documents
relating to the Transaction can be obtained free of charge from the
SEC's website at www.sec.gov. These documents can also be obtained
free of charge from Danaher upon written request to Danaher
Corporation, Investor Relations, 2200 Pennsylvania Ave, NW Suite
800W, Washington, DC 20037, or by
calling (202) 828-0850 or upon written request to NetScout
Systems, Inc., Investor Relations, 310 Littleton Road
Westford, MA 01886 or by calling
978-614-4279.
TENDER OFFER DOCUMENTS
On May 14, 2015, Danaher
filed with the SEC a tender offer statement on Schedule TO
regarding the exchange offer for the split-off of the
Communications business as part of the proposed Transaction.
Investors and security holders are urged to read the tender offer
statement because it contains important information about the
Transaction.
Investors and security holders may obtain a free copy of the
tender offer statement and other documents filed by Danaher with
the SEC on the SEC's web site at www.sec.gov. The tender offer
statement and other documents may also be obtained free of charge
from Danaher by directing a request to Danaher Corporation,
Investor Relations, 2200 Pennsylvania Ave, NW Suite 800W,
Washington, DC 20037 or by calling
(202) 828-0850.
PARTICIPANTS IN THE SOLICITATION
NetScout, Danaher,
and certain of their respective directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from NetScout
stockholders in respect of the Transaction under the rules of the
SEC. Information regarding NetScout's directors and executive
officers is available in its Annual Report on Form 10-K filed with
the SEC on May 20, 2014, and in its
definitive proxy statement filed with the SEC on May 8, 2015, in connection with the Transaction.
Information regarding Danaher's directors and executive officers is
available in its Annual Report on Form 10-K filed with the SEC on
February 25, 2015, and in its
definitive proxy statement filed with the SEC on March 27, 2015, in connection with its 2015
annual meeting of stockholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
has been included in the registration statements, the prospectus,
the proxy statement and other relevant materials filed with the
SEC. These documents can be obtained free of charge from the
sources indicated above.
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SOURCE Danaher Corporation