WASHINGTON, June 6, 2016 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) and Fortive Corporation announced today, in
connection with the planned spin-off of Fortive from Danaher, that
Fortive intends to offer senior notes, subject to market conditions
and other factors. Danaher will guarantee the notes until the
spin-off occurs. Fortive intends to use the net proceeds from the
sale of the notes to make payments to Danaher as consideration for
the contribution of assets to Fortive by Danaher in connection with
the separation, and to pay related fees and expenses and for
general corporate purposes.
The securities are being sold in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") and to
non-U.S. persons outside the United
States under Regulation S under the Securities Act. The
securities have not been registered under the Securities Act, and
unless so registered, may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
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 and Danaher's and
Fortive's expectations regarding the completion, timing and planned
use of proceeds from the proposed offering, 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 Private Securities Litigation
Reform Act of 1995. 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, Fortive's intention to offer its notes, market
conditions, satisfaction of customary closing conditions, and
Danaher's ability to successfully consummate the separation of
Danaher into two public companies and Danaher's and Fortive's
ability to realize the anticipated benefits of that transaction.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements
is available in Danaher's and Fortive's SEC filings, including
Danaher's 2015 Annual Report on Form 10-K and Quarterly Report on
Form 10-Q for the first quarter of 2016 and Fortive's Registration
Statement on Form 10. These forward-looking statements speak only
as of the date of this release, and neither Danaher nor Fortive
assumes 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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visit:http://www.prnewswire.com/news-releases/fortive-announces-private-offering-of-senior-notes-300280004.html
SOURCE Fortive Corporation; Danaher Corporation