WASHINGTON, June 25, 2015 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) announced that it has amended and extended
by one business day its offer to exchange all outstanding common
units of Potomac Holding LLC, a Danaher subsidiary formed to
hold Danaher's Communications business, for outstanding shares
of Danaher common stock that are validly tendered and not validly
withdrawn. The split-off transaction is in connection with the
previously announced combination of Danaher's Communications
business with NetScout Systems, Inc. (NASDAQ: NTCT).
Danaher is amending the offer by:
- increasing the upper limit on the exchange ratio to 2.4000
Potomac Holding LLC common units per share of Danaher common stock
tendered from 2.2522 Potomac Holding LLC common units per share of
Danaher common stock tendered; however, the final exchange ratio
may be less than the upper limit;
- extending the Exchange Offer's expiration to 12:00 midnight,
New York City time, on
July 9, 2015, unless extended or
terminated, from July 8, 2015;
and
- amending the current expected three-day period over which the
final exchange ratio will be determined to July 7, 8 and 9, 2015 (which previously was
expected to be July 6, 7 and 8,
2015).
The final exchange ratio will be announced by press release by
4:30 p.m., New York City time, on the expiration
date.
As of June 24, 2015, approximately
38,458 shares of Danaher common stock have been tendered.
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's website at
investors.danaher.com/netscout 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 (as updated and amended) 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's website at investors.danaher.com/netscout.
FOR TRANSACTIONAL INFORMATION RELATED TO TENDERING YOUR
SHARES, CONTACT:
Georgeson Inc.
E-mail: Danaherexchange@georgeson.com
Telephone: (866) 295-3782
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/danaher-corporation-announces-amendment-and-extension-by-one-day-of-split-off-exchange-offer-in-connection-with-netscout-transaction-300105215.html
SOURCE Danaher Corporation