8-KOther Events

DANAHER CORP /DE/ 8-K Report, Corporate Update (Jun 30, 2015)

Filed June 30, 2015For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on June 30, 2015, to update investors on two significant strategic events. Firstly, the company announced an amendment and one-day extension of its split-off exchange offer related to the combination of its Communications business with NetScout Systems, Inc. This amendment involved increasing the potential upper limit of the exchange ratio and adjusting the offer's expiration date and the period for determining the final exchange ratio. This signals ongoing adjustments to optimize the terms of this significant divestiture and strategic combination. Secondly, the filing provides an update on financing arrangements for the previously announced acquisition of Pall Corporation. Danaher confirmed its expectation to secure credit facilities and utilize commercial paper issuances and other debt to fund a substantial portion of the $13.8 billion acquisition. Investors should note that these are significant financial undertakings that will impact the company's capital structure and future cash flows.

Key Highlights

  • 1Danaher extended its split-off exchange offer for its Communications business by one business day, with a new expiration date of July 9, 2015.
  • 2The company increased the upper limit of the exchange ratio for the split-off offer to 2.4000 Potomac Holding LLC units per share of Danaher common stock.
  • 3The determination period for the final exchange ratio in the split-off has been shifted to July 7, 8, and 9, 2015.
  • 4Danaher expects to enter into credit facilities prior to closing the acquisition of Pall Corporation.
  • 5The Pall Corporation acquisition has an enterprise value of approximately $13.8 billion.
  • 6Danaher plans to use proceeds from commercial paper issuances and other indebtedness to finance a significant portion of the Pall acquisition.

Frequently Asked Questions

Danaher has amended and extended its offer to exchange its common stock for units of its Communications business (Potomac Holding LLC) by one business day. The offer now expires on July 9, 2015. The company also increased the potential upper limit of the exchange ratio and adjusted the dates for determining the final exchange ratio to July 7-9, 2015, indicating an ongoing effort to finalize the transaction's terms.

Danaher expects to establish one or more credit facilities before the closing of the Pall Corporation acquisition. Proceeds from these facilities, supported by commercial paper issuances, and other debt will be used to fund a significant portion of the approximately $13.8 billion purchase price.

The total enterprise value for the acquisition of Pall Corporation is approximately $13.8 billion. This figure includes assumed debt and is net of any acquired cash.

Yes, the filing includes forward-looking statements that highlight potential risks and uncertainties. These include challenges in satisfying transaction conditions on a timely basis, completing the transactions on anticipated terms and schedules for both the NetScout combination and the Pall acquisition, and potential deterioration in the business performance of Danaher, NetScout, or Pall, or the general economy.