8-K/AAcquisitions & DispositionsExhibits & Filings

DANAHER CORP /DE/ 8-K/A Report, Acquisition Completed (Dec 28, 2007)

Filed December 28, 2007For Securities:DHR

Summary

Danaher Corporation (DHR) has filed an amendment to its Form 8-K to provide complete information regarding the acquisition of Tektronix, Inc. The acquisition was completed on November 21, 2007, following a successful tender offer where over 90% of Tektronix's outstanding shares were acquired at $38.00 per share in cash. The tender offer was followed by a short-form merger, making Tektronix an indirect wholly owned subsidiary of Danaher. This filing includes the audited and unaudited financial statements of Tektronix, as well as unaudited pro forma combined financial statements reflecting the acquisition. Investors should note that the acquisition was funded through commercial paper and existing cash reserves, and Tektronix is described as a leading supplier of test, measurement, and monitoring products and services across various industries. The cessation of Tektronix's trading on the NYSE is also confirmed.

Key Highlights

  • 1Danaher Corporation completed the acquisition of Tektronix, Inc. on November 21, 2007.
  • 2Over 90% of Tektronix's outstanding shares were acquired through a tender offer at $38.00 per share in cash.
  • 3A subsequent short-form merger was completed, making Tektronix an indirect wholly owned subsidiary of Danaher.
  • 4The acquired financial statements of Tektronix and pro forma combined financial statements are included in this filing.
  • 5The acquisition was funded by commercial paper and available cash.
  • 6Tektronix shares ceased trading on the New York Stock Exchange following the completion of the merger.
  • 7Tektronix is a significant player in test, measurement, and monitoring products and services.

Frequently Asked Questions

This Form 8-K Amendment (8-K/A) is filed by Danaher Corporation to provide complete financial statements for the acquired company, Tektronix, Inc., and the related pro forma financial information, which were required following the completion of the acquisition announced earlier.

Danaher funded the acquisition of Tektronix through the issuance of commercial paper and from its available cash reserves. Proceeds from a prior issuance of Danaher common stock were also noted as a source of funding.

Following the completion of the merger on November 21, 2007, Tektronix's shares ceased to be traded on the New York Stock Exchange. The shares were cancelled and converted into the right to receive $38.00 per share in cash.

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions, and services. Its customers are in industries such as communications, computer, consumer electronics, education, military/aerospace, and semiconductor.