8-K/AAcquisitions & DispositionsExhibits & Filings

DANAHER CORP /DE/ 8-K/A Report, Acquisition Completed (Jul 31, 2006)

Filed July 31, 2006For Securities:DHR

Summary

Danaher Corporation filed an amendment to its Form 8-K on July 30, 2006, to provide updated information regarding its acquisition of Sybron Dental Specialties, Inc. (Sybron). The amendment details the completion of a cash tender offer for Sybron's common stock at $47.00 per share. The tender offer, which included a subsequent offering period, was highly successful, with approximately 96.07% of Sybron's outstanding shares being tendered and accepted for payment. Following the tender offer, Danaher completed a short-form merger on May 19, 2006, making Sybron an indirect wholly owned subsidiary. This filing also includes essential financial disclosures, specifically the audited consolidated financial statements of Sybron for the three years ending September 30, 2005, unaudited interim financial statements for the periods ending March 31, 2006, and unaudited pro forma combined financial statements reflecting the acquisition's impact. The acquisition is a significant event for Danaher, integrating Sybron's operations into its business structure.

Key Highlights

  • 1Danaher Corporation has completed its acquisition of Sybron Dental Specialties, Inc.
  • 2The acquisition was executed through a cash tender offer at $47.00 per share.
  • 3Approximately 96.07% of Sybron's outstanding shares were tendered and accepted.
  • 4A short-form merger was completed on May 19, 2006, making Sybron an indirect wholly owned subsidiary of Danaher.
  • 5The filing includes audited financial statements of Sybron for the three years ending September 30, 2005.
  • 6Unaudited interim financial statements for Sybron as of March 31, 2006, are also provided.
  • 7Unaudited pro forma condensed combined financial statements reflecting the acquisition are included.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K. Its primary purpose is to provide the required financial statements and pro forma financial information related to Danaher Corporation's acquisition of Sybron Dental Specialties, Inc., which were not initially included in the May 22, 2006 filing.

The tender offer was highly successful. Danaher's subsidiary acquired approximately 96.07% of Sybron's outstanding shares at $47.00 per share, including shares tendered during a subsequent offering period.

Sybron Dental Specialties, Inc. became an indirect wholly owned subsidiary of Danaher on May 19, 2006, following the completion of a short-form merger implemented under Delaware law.

The amendment includes the audited consolidated financial statements of Sybron for the three fiscal years ending September 30, 2005, unaudited interim financial statements for Sybron as of and for the three and six months ended March 31, 2006, and unaudited pro forma condensed combined financial statements reflecting the impact of the acquisition.