8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Oct 15, 2007)

Filed October 15, 2007For Securities:DHR

Summary

This 8-K filing by Danaher Corporation (DHR) on October 15, 2007, announces a significant development: the execution of an Agreement and Plan of Merger with Tektronix, Inc. The core of this agreement is Danaher's intent to acquire Tektronix through a tender offer at $38.00 per share in cash. This acquisition, to be executed by Danaher's indirect wholly owned subsidiary, Raven Acquisition Corp., will proceed via a tender offer followed by a merger, ultimately making Tektronix an indirect subsidiary of Danaher. The transaction is subject to customary closing conditions, including the tender of a majority of Tektronix's outstanding shares and regulatory approvals, such as the Hart-Scott-Rodino Antitrust Improvements Act. The filing also details a "Top-Up Option" that allows Danaher to acquire additional shares to reach over 90% ownership. Investors should note that the tender offer has not yet commenced, and detailed filings with the SEC are forthcoming.

Key Highlights

  • 1Danaher Corporation entered into an Agreement and Plan of Merger with Tektronix, Inc. on October 14, 2007.
  • 2Danaher will commence a tender offer to acquire all outstanding shares of Tektronix common stock at $38.00 per share in cash.
  • 3The acquisition will be completed through a tender offer followed by a merger, making Tektronix an indirect wholly owned subsidiary of Danaher.
  • 4Customary closing conditions apply, including tendering a majority of Tektronix shares and obtaining necessary antitrust approvals (e.g., Hart-Scott-Rodino Act).
  • 5A 'Top-Up Option' is included, allowing Danaher to acquire additional shares to reach over 90% ownership post-tender offer.
  • 6A joint press release announcing the merger agreement was issued on October 15, 2007.
  • 7The filing includes a disclaimer that forward-looking statements are subject to risks and uncertainties.

Frequently Asked Questions

This 8-K filing announces that Danaher Corporation has entered into a definitive agreement to acquire Tektronix, Inc. It details the terms of the proposed acquisition, including the cash tender offer price and the general process for completing the transaction.

Danaher proposes to acquire all outstanding shares of Tektronix common stock at a price of $38.00 per share in cash.

The acquisition is subject to several conditions, including the tender of a majority of Tektronix's outstanding shares (on a fully diluted basis, excluding shares from convertible notes), the absence of injunctions, expiration of antitrust waiting periods under the Hart-Scott-Rodino Act and relevant foreign regulations, accuracy of representations and warranties, and the absence of a material adverse effect on Tektronix.

No, the filing explicitly states that the tender offer has not yet commenced. Danaher and its subsidiary intend to file a tender offer statement with the SEC, and investors are urged to read these future documents carefully when they become available.