WASHINGTON, July 16, 2015 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) announced today the final proration factor
of 83.2431 percent in its split-off exchange offer for Danaher
common stock in connection with the previously announced separation
of Danaher's Communications business and merger of Potomac Holding
LLC, the Danaher subsidiary holding Danaher's Communications
business, with a subsidiary of NetScout Systems, Inc. (NASDAQ:
NTCT). The merger of Potomac Holding LLC and a subsidiary of
NetScout was completed on July 14,
2015.
A total of 31,248,537 shares of Danaher common stock were
validly tendered (and not withdrawn) in the exchange offer,
including 175,603 shares tendered by odd-lot shareholders
(excluding plan participants in Danaher savings plans). Such
odd-lot shareholders were not subject to proration, and their
shares were fully accepted in the offer. The remaining validly
tendered shares of Danaher common stock were accepted in the
exchange on a pro rata basis using the final proration factor.
Shares of Danaher common stock that were validly tendered but not
accepted for exchange will be returned to tendering
shareholders.
Under the terms of the exchange offer, 62,500,000 common units
of Potomac Holding LLC were available for distribution in exchange
for shares of Danaher common stock accepted in the offer. The final
exchange ratio for the exchange offer was set at 2.4000 common
units of Potomac Holding LLC for each share of Danaher common stock
validly tendered and not properly withdrawn. Following the merger,
each Potomac Holding LLC common unit automatically converted into
the right to receive one share of NetScout common stock.
Accordingly, Danaher shareholders who tendered their shares of
Danaher common stock as part of the exchange offer received 2.4000
shares of NetScout common stock for each share of Danaher common
stock accepted for exchange. Danaher accepted the maximum of
26,041,666 shares of Danaher common stock for exchange in the
offer, or approximately 4 percent of its outstanding shares.
Whole shares of NetScout common stock in uncertificated form
will be received by Danaher shareholders whose shares of Danaher
common stock were accepted in the exchange. Under the terms of the
exchange offer, fractional shares of NetScout common stock will not
be issued. Rather, the respective tendering shareholders that
otherwise would have received fractional interests will be paid in
cash the dollar amount (rounded to the nearest whole cent), after
deducting any required withholding taxes, on a pro rata basis,
without interest, of such fractional interest determined by the
closing price of a share of NetScout common stock on NASDAQ on the
last business day prior to the closing of the merger.
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 distribution of the Communications
business to Danaher stockholders and the combination of such
business with NetScout (the "Transaction") 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 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.
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SOURCE Danaher Corporation