WASHINGTON, June 1, 2016 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) today announced that the Danaher Board of
Directors has declared a pro rata dividend of all of the common
stock of Fortive Corporation to Danaher stockholders of record as
of the close of business on June 15,
2016 (the "Record Date"). The dividend is payable on
July 2, 2016 ("Distribution Date") in
connection with the previously announced separation of Danaher's
existing Test & Measurement segment, Industrial Technologies
segment (excluding the Product Identification platform) and
Retail/Commercial Petroleum platform through the planned spin-off
of Fortive. As a result of the dividend, Danaher stockholders will
receive one share of Fortive common stock for every two shares of
Danaher common stock they hold on the Record Date.
Fractional shares of Fortive common stock will not be
distributed to Danaher stockholders. Instead, the fractional shares
of Fortive common stock will be aggregated and sold in the open
market, with the net proceeds distributed pro rata in cash payments
to the Danaher stockholders who otherwise would have received
fractional shares of Fortive common stock.
No action is required by Danaher stockholders to receive the
distributed shares of Fortive common stock. Danaher stockholders
who hold Danaher common stock on the Record Date will receive a
book-entry account statement reflecting their ownership of Fortive
common stock or their brokerage account will be credited with
Fortive shares. Because July 2, 2016
is a Saturday and not a business day, the shares are expected to be
credited to "street name" stockholders through the Depository Trust
Corporation (DTC) on the first trading day thereafter, July 5, 2016.
An Information Statement containing details regarding the
distribution of Fortive common stock and Fortive's business and
management following the consummation of the distribution will be
mailed to Danaher stockholders prior to the Distribution Date. The
distribution of Fortive common stock remains subject to the
satisfaction or waiver of customary conditions, as described in the
Information Statement.
Danaher also announced that it expects "when-issued" trading of
Fortive common stock to begin on June 13,
2016, on the New York Stock Exchange ("NYSE"), under the
symbol "FTV WI." "Regular-way" trading of Fortive common stock is
expected to begin on NYSE on July 5,
2016, under the symbol "FTV." The "when-issued" trading
market is a market for Fortive common stock that will be
distributed to holders of Danaher common stock prior to the opening
of the NYSE on July 5, 2016.
Stockholders who own Danaher common stock at the close of business
on the Record Date will be entitled to Fortive common stock
distributed pursuant to the distribution and may trade this
entitlement to shares of Fortive common stock, without Danaher
common stock they own, on the "when-issued" market.
Shares of Danaher common stock will continue to trade "regular
way" on the NYSE under the symbol "DHR" through and after the
Distribution Date. Danaher expects that beginning June 13, 2016 there will be two markets in
Danaher common stock on the NYSE: "regular-way" under the symbol
"DHR" and "ex distribution" under the symbol "DHR WI." Prior to the
Distribution Date, shares of Danaher common stock that trade in the
"regular-way" market will trade with the right to receive shares of
Fortive common stock on the Distribution Date. Shares of Danaher
common stock that trade in the "ex-distribution" market will trade
without the right to receive shares of Fortive common stock on the
Distribution Date. Holders of Danaher common stock are encouraged
to consult with their financial advisor regarding the specific
implications of selling Danaher common stock on or before the
Distribution Date.
For U.S. federal income tax purposes, Danaher's U.S.
stockholders (other than those subject to special rules) generally
should not recognize gain or loss as a result of the distribution,
except with respect to cash received in lieu of fractional shares
of Fortive common stock. Danaher stockholders are urged to consult
with their tax advisors with respect to the U.S. federal, state and
local or foreign tax consequences, as applicable, of the
distribution.
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 81,000 associates is united by a common
culture and operating system, the Danaher Business System. In 2015,
Danaher generated $20.6 billion in
revenue and its market capitalization exceeded $60 billion. For more information please visit
www.danaher.com.
ABOUT FORTIVE
Fortive will be a diversified industrial
growth company comprised of global businesses that are recognized
leaders in attractive markets. With more than $6 billion in annual revenues, Fortive's
well-known brands hold leading positions in field instrumentation,
transportation, sensing, product realization, automation and
specialty, and franchise distribution. Fortive will be
headquartered in Everett,
Washington and employ a team of more than 22,000 research
and development, manufacturing, sales, distribution, service and
administrative employees in more than 40 countries around the
world. Our team will grow by tackling challenges that accelerate
progress and further their careers. With a culture rooted in
continuous improvement, the core of our company's operating model
will be the Fortive Business System. For more information please
visit: www.fortive.com.
FORWARD-LOOKING STATEMENTS
Statements in this release
that are not strictly historical, including the statements
regarding Danaher's anticipated spin-off of Fortive Corporation and
the timing thereof, the anticipated "when issued" trading of
Fortive common stock, the anticipated "ex distribution" trading of
Danaher common stock, the anticipated U.S. federal income tax
treatment of the Distribution and any other statements regarding
events or developments that we believe or anticipate 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 factors 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, among other things, deterioration of or
instability in the economy, the markets we serve and the financial
markets, the impact of our restructuring activities on our ability
to grow, contractions or growth rates and cyclicality of markets we
serve, competition, the potential for improper conduct by our
employees, agents or business partners, our ability to successfully
identify, consummate and integrate appropriate acquisitions and
successfully complete divestitures and other dispositions,
contingent liabilities relating to acquisitions and divestitures,
our ability to successfully consummate the separation of Danaher
into two public companies and realize the anticipated benefits of
that transaction, our compliance with applicable laws and
regulations (including regulations relating to medical devices and
the healthcare industry) and changes in applicable laws and
regulations, our ability to effectively address cost reductions and
other changes in the healthcare industry, risks relating to
potential impairment of goodwill and other intangible assets,
currency exchange rates, tax audits and changes in our tax rate and
income tax liabilities, litigation and other contingent liabilities
including intellectual property and environmental, health and
safety matters, risks relating to product, service or software
defects, product liability and recalls, risks relating to product
manufacturing, the impact of our debt obligations on our operations
and liquidity, our relationships with and the performance of our
channel partners, commodity costs and surcharges, our ability to
adjust purchases and manufacturing capacity to reflect market
conditions, reliance on sole sources of supply, labor matters,
international economic, political, legal, compliance and business
factors, disruptions relating to man-made and natural disasters,
security breaches or other disruptions of our information
technology systems and pension plan costs. Additional information
regarding the factors that may cause actual results to differ
materially from these forward-looking statements is available in
our SEC filings, including our 2015 Annual Report on Form 10-K and
Quarterly Report on Form 10-Q for the first quarter of 2016. These
forward-looking statements speak only as of the date of this
release, and Danaher 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.
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SOURCE Danaher Corporation