8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Jul 28, 2005)

Filed July 28, 2005For Securities:DHR

Summary

Danaher Corporation announced on July 25, 2005, that it has entered into a transaction agreement to acquire Leica Geosystems Holdings AG through a cash tender offer. An indirect, wholly-owned subsidiary of Danaher, Edelweiss Holdings ApS, will commence an offer to purchase all outstanding shares of Leica Geosystems for CHF 500 per share, equating to approximately USD $386 per share. The total aggregate price for the acquisition is approximately USD $950 million, net of estimated cash to be acquired, and Danaher expects to assume about USD $80 million in debt. This move signifies a significant strategic acquisition for Danaher, expanding its presence in the geospatial instruments market.

Key Highlights

  • 1Danaher Corporation to acquire Leica Geosystems Holdings AG via a cash tender offer.
  • 2Offer price is CHF 500 per share, approximately USD $386 per share.
  • 3Total transaction value estimated at approximately USD $950 million, including transaction costs and net of estimated cash acquired.
  • 4Danaher expects to assume approximately USD $80 million of Leica Geosystems' debt.
  • 5Leica Geosystems is a leading global provider of geospatial instruments with annual revenues of approximately USD $600 million.
  • 6Leica Geosystems' Board of Directors has recommended that shareholders accept the tender offer.
  • 7The acquisition is subject to customary conditions, including regulatory approvals and a minimum tender threshold of two-thirds of outstanding shares.

Frequently Asked Questions

This Form 8-K filing announces a material definitive agreement entered into by Danaher Corporation for the acquisition of Leica Geosystems Holdings AG through a cash tender offer.

The total aggregate price for the acquisition is approximately USD $950 million. This amount includes transaction costs and is net of estimated cash to be acquired. Additionally, Danaher expects to assume approximately USD $80 million of debt.

The tender offer is subject to customary conditions, including the tender of more than two-thirds of Leica Geosystems' outstanding shares into the offer, obtaining necessary regulatory approvals, and the absence of a material adverse effect on Leica Geosystems.

Leica Geosystems, headquartered in Switzerland, is a worldwide leader in instruments for measuring geospatial parameters. It reported annual revenues of approximately USD $600 million.