WASHINGTON, Nov. 15, 2019 /PRNewswire/ -- Danaher
Corporation (NYSE: DHR) announced today that it will commence an
exchange offer related to the split-off of its remaining interest
in Envista Holdings Corporation (NYSE: NVST). Envista completed its
initial public offering (IPO) in September
2019, with Danaher retaining an 80.6 percent ownership
interest in Envista. In the exchange offer, Danaher stockholders
have the option to exchange all, some or none of their shares of
Danaher common stock for shares of Envista common stock owned by
Danaher, subject to the terms of the offer. The exchange offer is
anticipated to be tax-free for participating Danaher stockholders
in the United States, except with
respect to cash received in lieu of a fractional share.
Danaher also announced today that, in connection with the
split-off, it has received a waiver of the 180-day lock-up with
respect to the shares of Envista common stock held by it from J.P.
Morgan Securities LLC, joint lead manager of the Envista IPO.
The exchange offer is designed to permit Danaher stockholders to
exchange all or a portion of their shares of Danaher common stock
for shares of Envista common stock at a discount of 7 percent,
subject to an upper limit of 5.5784 shares of Envista common stock
for each share of Danaher common stock tendered in the exchange
offer. If the upper limit is not in effect, for each $100 of Danaher common stock accepted in the
exchange offer, tendering stockholders would receive approximately
$107.53 of Envista common stock. The
per-share values of Danaher common stock and Envista common stock
will be determined by reference to the simple arithmetic average of
the daily volume-weighted average prices of Danaher common stock
and Envista common stock on the New York Stock Exchange during the
three consecutive trading days ending on and including the second
trading day preceding the expiration date of the exchange offer,
which would be December 9, 10 and 11,
2019, if the exchange offer is not extended or terminated.
The final exchange ratio showing the number of shares of Envista
common stock that Danaher stockholders participating in the
exchange offer will receive for each share of Danaher common stock
accepted for exchange, including whether the upper limit is in
effect, will be announced by press release no later than
5:30 p.m., New York City time, on the second trading day
immediately preceding the expiration date of the exchange offer.
The exchange offer will expire at 12:00 midnight, New York City time, at the end of the day on
December 13, 2019, unless terminated
or extended.
The final exchange ratio, when announced, and a daily indicative
exchange ratio beginning on the third trading day of the exchange
offer period, also will be available at
http://investors.danaher.com/envista-exchange-offer.
The completion of the exchange offer is subject to certain
conditions, including: at least 38.36 million shares of Envista
common stock being distributed in exchange for shares of Danaher
common stock validly tendered in the exchange offer; and the
receipt of an opinion of counsel that the exchange offer will
qualify for tax-free treatment to Danaher and its participating
stockholders.
Danaher owns 127.87 million shares of Envista common stock,
which represent approximately 80.6 percent of the outstanding
common stock of Envista. The maximum number of shares of Danaher
common stock that will be accepted in the exchange offer equals
127.87 million divided by the final exchange ratio. 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 shares of Envista common stock 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.
The exchange offer is voluntary for Danaher stockholders. No
action is necessary for Danaher stockholders who choose not to
participate, and their existing Danaher shares will not be
impacted.
The terms and conditions of the exchange offer will be more
fully described in a registration statement on Form S-4 and Form
S-1 (Registration Statement), including a prospectus (Prospectus)
forming a part thereof, to be filed by Envista with the U.S.
Securities and Exchange Commission (SEC) today and a tender offer
statement on Schedule TO (Schedule TO) to be filed by Danaher with
the SEC today.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will
serve as dealer managers for 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
has leadership positions in the demanding and attractive health
care, environmental and applied end-markets. With more than 20
operating companies, Danaher's globally diverse team of
approximately 71,000 associates is united by a common culture and
operating system, the Danaher Business System, and its Shared
Purpose, Helping Realize Life's Potential.
FORWARD-LOOKING STATEMENTS
This communication contains certain statements about Danaher and
Envista that are forward-looking statements. Forward-looking
statements are based on current expectations and assumptions
regarding Danaher's and Envista's respective businesses, the
economy and other future conditions. In addition, the
forward-looking statements contained in this communication may
include statements about the expected effects on Danaher and
Envista of the exchange offer, the anticipated timing and benefits
of the exchange offer, Danaher's and Envista's anticipated
financial results, and all other statements in this communication
that are not historical facts.
Because forward-looking statements relate to the future, by
their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and are
detailed more fully in Danaher's and Envista's respective periodic
reports filed from time to time with the SEC, the Registration
Statement, including the Prospectus forming a part thereof, the
Schedule TO and other exchange offer documents filed by Envista or
Danaher, as applicable, with the SEC. Such uncertainties, risks and
changes in circumstances could cause actual results to differ
materially from those expressed or implied in such forward-looking
statements. Forward-looking statements included herein are made as
of the date hereof, and neither Danaher nor Envista undertakes any
obligation to update publicly such statements to reflect subsequent
events or circumstances, except to the extent required by
applicable securities laws. Investors should not put undue reliance
on forward-looking statements.
ADDITIONAL INFORMATION
This communication is for informational purposes only and is
neither an offer to sell or the solicitation of an offer to buy any
securities nor a recommendation as to whether investors should
participate in the exchange offer. The offer will be made solely by
the Prospectus. The Prospectus will contain important information
about the exchange offer, Danaher, Envista, and related matters,
and Danaher will deliver the Prospectus to holders of Danaher
common stock. Investors and security holders are urged to read the
Prospectus and any other relevant documents filed with the SEC,
when they become available and before making any investment
decision, because they contain important information about Danaher,
Envista and the exchange offer. None of Danaher, Envista, or
any of their respective directors or officers makes any
recommendation as to whether investors should participate in the
exchange offer.
Envista will file with the SEC the Registration Statement,
including the Prospectus forming a part thereof, and Danaher will
file with the SEC the Schedule TO, which will contain important
information about the exchange offer. Holders of Danaher
common stock may obtain copies of the Prospectus, the Registration
Statement, the Schedule TO, other related documents, and any other
information that Danaher and Envista file electronically with the
SEC free of charge at the SEC's website at www.sec.gov.
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SOURCE Danaher Corporation