Filed by: Danaher Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.: 001-08089
DANAHER WILL COMMENCE EXCHANGE OFFER
RELATED TO DIVESTITURE OF ITS REMAINING INTEREST IN ENVISTA
THROUGH A SPLIT-OFF
Washington, D.C., November 15, 2019 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.