8-KOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Corporate Update (Feb 7, 2011)

Filed February 7, 2011For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on February 7, 2011, to announce a significant development: the execution of an Agreement and Plan of Merger with Beckman Coulter, Inc. (Beckman), dated February 6, 2011. This agreement outlines the terms for Danaher, through its indirect wholly owned subsidiary Djanet Acquisition Corp., to acquire Beckman. The filing serves as a preliminary notification of this strategic move, with further details to be provided as the tender offer process commences. Investors should note that this announcement marks the initiation of a significant acquisition process. While the full terms and implications will unfold, this event signals Danaher's intent to expand its operations through a material transaction. The company has indicated that a formal tender offer statement on Schedule TO will be filed with the SEC once the offer officially commences, providing crucial information for shareholders of both companies.

Key Highlights

  • 1Danaher Corporation entered into an Agreement and Plan of Merger with Beckman Coulter, Inc.
  • 2The agreement was dated February 6, 2011.
  • 3Danaher's indirect wholly owned subsidiary, Djanet Acquisition Corp., will be the acquiring entity.
  • 4This 8-K filing serves as an initial disclosure of the merger agreement.
  • 5A formal tender offer is planned to commence, with further filings (Schedule TO and 14D-9) to follow.
  • 6The press release announcing this agreement is included as an exhibit to the filing.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly announce that Danaher Corporation has entered into an Agreement and Plan of Merger with Beckman Coulter, Inc., signaling its intent to acquire Beckman.

The filing states that the planned tender offer has not yet commenced. Danaher will file a tender offer statement on Schedule TO with the SEC when the offer officially begins.

More detailed information will be available when Danaher files its tender offer statement on Schedule TO and Beckman files its solicitation/recommendation statement on Schedule 14D-9. These documents, along with other tender offer materials, will be accessible on the SEC's website (www.sec.gov).

Danaher's indirect wholly owned subsidiary, Djanet Acquisition Corp., will be the entity making the tender offer and merger with Beckman Coulter.