8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Feb 10, 2011)

Filed February 10, 2011For Securities:DHR

Summary

Danaher Corporation (DHR) has filed an 8-K report detailing a material definitive agreement to acquire Beckman Coulter, Inc. (BEC). Danaher, through its subsidiary Djanet Acquisition Corp., will commence a tender offer to purchase all outstanding shares of Beckman Coulter for $83.50 per share in cash. This acquisition is expected to be a significant strategic move for Danaher, expanding its presence in the diagnostics and life sciences sectors. The transaction is contingent upon customary closing conditions, including a majority tender of shares, regulatory approvals (such as HSR Act clearance), and the absence of any material adverse effect on Beckman Coulter. The agreement includes provisions for a subsequent merger to make Beckman Coulter a wholly-owned subsidiary of Danaher, with the same offer price applying to remaining shares.

Key Highlights

  • 1Danaher Corporation announces definitive agreement to acquire Beckman Coulter, Inc.
  • 2Tender offer price set at $83.50 per share in cash for all outstanding Beckman Coulter common stock.
  • 3Transaction structure involves a tender offer followed by a merger, making Beckman Coulter a wholly-owned indirect subsidiary of Danaher.
  • 4Key conditions for closing include majority shareholder tender, HSR Act approval, and no material adverse effect on Beckman Coulter.
  • 5Beckman Coulter's board of directors unanimously recommends that shareholders tender their shares.
  • 6The Merger Agreement includes exclusivity provisions, preventing Beckman Coulter from soliciting alternative acquisition proposals, with certain fiduciary out exceptions.
  • 7A termination fee of $165 million is stipulated under certain termination scenarios.

Frequently Asked Questions

The filing does not explicitly state the total aggregate value of the transaction. However, the offer price is $83.50 per share in cash for all outstanding shares of Beckman Coulter common stock. Investors would need to determine the total number of outstanding shares to calculate the total transaction value.

The acquisition is subject to several conditions, including: a majority of Beckman Coulter's outstanding shares being validly tendered and not withdrawn, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other required government approvals, the absence of a material adverse effect on Beckman Coulter, and other customary closing conditions.

While not explicitly detailed in this 8-K, the acquisition of Beckman Coulter, a significant player in the diagnostics and life sciences industry, suggests Danaher is looking to expand its footprint in these high-growth markets. This move aligns with Danaher's strategy of acquiring and integrating strong businesses to drive growth and profitability.

Beckman Coulter's Board of Directors has unanimously recommended that its stockholders tender their shares in the offer and, if necessary, vote to approve the merger. This indicates the board views the offer price and terms as favorable.