8-KMaterial AgreementsOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (May 13, 2015)

Filed May 13, 2015For Securities:DHR

Summary

Danaher Corporation announced on May 12, 2015, a significant definitive agreement to acquire Pall Corporation in a cash merger valued at $127.20 per share, totaling approximately $13.8 billion. This strategic move, executed through a merger subsidiary, aims to integrate Pall into Danaher's existing operations. The transaction is subject to customary closing conditions, including shareholder approval from Pall and regulatory clearances such as the Hart-Scott-Rodino Antitrust Improvements Act. Notably, the closing is not contingent on financing or a vote from Danaher's stockholders. In a concurrent development, also announced on May 13, 2015, Danaher revealed its intention to separate into two independent, publicly traded companies. This strategic separation is expected to unlock further value and allow for more focused management of distinct business segments. Investors should closely monitor the progress of both the Pall acquisition and the proposed corporate separation, as these are transformative events for Danaher.

Key Highlights

  • 1Danaher Corporation to acquire Pall Corporation for $127.20 per share in cash.
  • 2The total transaction value for the Pall acquisition is approximately $13.8 billion.
  • 3The merger is structured as a stock-for-stock transaction where Pall will survive as an indirect wholly owned subsidiary of Danaher.
  • 4The acquisition is subject to customary closing conditions, including Pall shareholder approval and antitrust clearances (e.g., HSR Act).
  • 5Financing and Danaher shareholder approval are not conditions for closing the Pall merger.
  • 6Danaher announced a plan to separate into two independent publicly traded companies, revealed on May 13, 2015.
  • 7The 8-K filing includes details on the termination fee if the merger agreement is terminated under specific circumstances.

Frequently Asked Questions

This Form 8-K filing primarily announces the entry into a Material Definitive Agreement for Danaher's acquisition of Pall Corporation and a significant corporate event – the intention to separate Danaher into two independent companies.

Danaher, through its subsidiary Merger Sub, will acquire Pall Corporation for $127.20 in cash per share. The merger is subject to Pall shareholder approval and regulatory clearances, with no financing or Danaher shareholder vote required for closing.

The announced intention to separate Danaher into two independent, publicly traded companies is a major strategic move aimed at potentially unlocking shareholder value by allowing each entity to focus on its specific markets and strategic priorities. This is a separate, albeit concurrent, development from the Pall acquisition.

The acquisition of Pall is an all-cash transaction valued at $127.20 per share. While no financing condition exists for Danaher, a termination fee of approximately $423 million is payable by Pall to Danaher under specific circumstances, such as Pall terminating the agreement to accept a superior offer or if Pall's board changes its recommendation.