8-K/AAcquisitions & DispositionsExhibits & Filings

DANAHER CORP /DE/ 8-K/A Report, Acquisition Completed (Aug 10, 2011)

Filed August 10, 2011For Securities:DHR

Summary

This Form 8-K Amendment No. 1 from Danaher Corporation (DHR) provides crucial financial information related to its acquisition of Beckman Coulter, Inc. The amendment was filed on August 9, 2011, and relates to an event that occurred on June 23, 2011, when Danaher completed its tender offer for Beckman Coulter shares, subsequently merging it to become an indirect, wholly-owned subsidiary. The primary purpose of this filing is to supplement the initial 8-K report by including the required financial statements and pro forma information for the acquired business, which were initially omitted under certain provisions of Form 8-K. For investors, this filing signifies the official incorporation of Beckman Coulter's financial data into Danaher's reporting structure. It provides access to the audited financial statements of Beckman Coulter for the fiscal year ended December 31, 2010, and unaudited financial statements for the interim period ended March 31, 2011. Furthermore, it includes unaudited pro forma condensed combined financial statements, offering a clearer view of the combined entity's financial position and performance post-acquisition. This amendment is essential for a comprehensive understanding of the transaction's financial impact on Danaher.

Key Highlights

  • 1Danaher Corporation (DHR) filed an amendment (8-K/A) to a prior 8-K report to provide omitted financial information.
  • 2The amendment pertains to the completion of Danaher's acquisition of Beckman Coulter, Inc., which became an indirect, wholly-owned subsidiary.
  • 3The earliest event date reported in the amendment is June 23, 2011, marking the completion of Danaher's tender offer for Beckman Coulter shares.
  • 4Audited financial statements of Beckman Coulter for the fiscal year ended December 31, 2010, are incorporated by reference from its Form 10-K.
  • 5Unaudited financial statements of Beckman Coulter for the quarter ended March 31, 2011, are incorporated by reference from its Form 10-Q.
  • 6Unaudited pro forma condensed combined financial statements reflecting the acquisition are included as an exhibit to this amendment.
  • 7This filing fulfills the financial reporting requirements under Item 9.01 of Form 8-K for the Beckman Coulter acquisition.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report to provide the financial statements and pro forma information related to Danaher's acquisition of Beckman Coulter, Inc. These financial details were initially omitted from the original filing but are now being supplied as required.

Danaher completed its tender offer for Beckman Coulter shares on June 24, 2011, and subsequently completed the merger, making Beckman Coulter an indirect, wholly-owned subsidiary of Danaher.

The audited financial statements for the year ended December 31, 2010, are incorporated by reference from Beckman Coulter's Form 10-K filed on February 23, 2011. The unaudited financial statements for the quarter ended March 31, 2011, are incorporated by reference from Beckman Coulter's Form 10-Q filed on May 10, 2011. Both are included as exhibits to this amendment.

The unaudited pro forma condensed combined financial statements provide a hypothetical view of Danaher's financial position and results as if the acquisition of Beckman Coulter had occurred at an earlier date. This helps investors understand the potential combined financial impact of the transaction.