WASHINGTON, May 12, 2020 /PRNewswire/ -- Danaher Corporation
(NYSE: DHR) ("Danaher") announced today that it has closed
concurrent offerings of 9,509,203 shares of common stock at a
price to the public of $163.00 per
share and 1,717,500 shares of 5.00% Series B Mandatory
Convertible Preferred Stock at a price to the public of
$1,000 per share (the "offerings").
These offerings were made by means of separate prospectus
supplements and were not contingent on each other. The shares of
Series B Mandatory Convertible Preferred Stock sold include 167,500
shares issued pursuant to the exercise in full of the separate
option granted to the underwriters in the Series B Mandatory
Convertible Preferred Stock offering to purchase additional shares.
The option granted to the underwriters to purchase an additional
1,426,379 shares of common stock in the common stock offering was
exercised in full on May 12, 2020 and
is anticipated to close on or about May 14,
2020.
The net proceeds from the common stock offering and the Series B
Mandatory Convertible Preferred Stock offering were approximately
$1.50 billion and $1.67 billion, respectively, which includes the
proceeds of the exercise in full of the underwriters' option to
purchase additional Series B Mandatory Convertible Preferred Stock,
in each case after deducting issuance costs and discounts. The net
proceeds from the closing of the option to purchase the additional
1,426,379 shares is anticipated to be approximately $225.5 million.
Danaher anticipates using the net proceeds for general corporate
purposes, which may include, without limitation and in our sole
discretion, funding potential future acquisitions and investments,
working capital, capital expenditures, investments in or loans to
our subsidiaries, refinancing of outstanding indebtedness,
refinancing of outstanding capital securities, share repurchases
(including, but not limited to, repurchases of our common stock),
dividends and satisfaction of other obligations.
Goldman Sachs & Co. LLC, J.P. Morgan, Citigroup and Evercore
acted as representatives of the underwriters and joint book-running
managers for the offerings. Credit Suisse also served as a joint
book-running manager for the offerings and BTIG, COMMERZBANK,
Mizuho Securities, MUFG, Raymond
James, RBC Capital Markets, Scotiabank, SMBC, TD Securities,
US Bancorp and Wells Fargo Securities served as co-managers for the
offerings.
The offerings were made pursuant to an effective shelf
registration statement on file with the U.S. Securities and
Exchange Commission. Each offering was made only by means of a
prospectus supplement relating to such offering and the
accompanying base prospectus. An electronic copy of each prospectus
supplement, together with the accompanying prospectus, is available
on the SEC's website at www.sec.gov. Alternatively, copies of each
prospectus supplement and accompanying prospectus relating to
either offering can be obtained by contacting: Goldman Sachs &
Co. LLC, Attention: Prospectus Department, 200 West Street,
New York, New York 10282,
Telephone: 1-866-471-2526, Email: prospectus-ny@ny.email.gs.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New
York 11717, Telephone: (866) 803-9204, Email:
prospectus-eq_fi@jpmchase.com; Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717,
Telephone: 1-800-831-9146; and Evercore Group L.L.C., Attention:
Equity Capital Markets, 55 East 52nd Street, 36th Floor,
New York, NY 10055, Telephone:
888-474-0200, Email: ecm.prospectus@evercore.com.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, the common stock, the Series B
Mandatory Convertible Preferred Stock or any other securities, nor
shall there be any offer, solicitation or sale of any security
mentioned in this press release in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
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 67,000 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
Statements in this release that are not strictly historical,
including the anticipated use of proceeds and any other statements
regarding events or developments that we believe or anticipate will
or may occur in the future, may be "forward-looking statements"
within the meaning of the federal securities laws. There are a
number of important factors that could cause actual events 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. Additional information
regarding the factors that may cause actual results to differ
materially from these forward-looking statements is available in
the prospectus supplements and accompanying prospectus related to
the offerings and in Danaher's other SEC filings, including
Danaher's 2019 Annual Report on Form 10-K and its Quarterly Report
on Form 10-Q for the quarter ended April 3,
2020. These forward-looking statements speak only as of the
date of this release and except as required by law, 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