8-KAcquisitions & DispositionsSecurities & ListingOther Events+1

DANAHER CORP /DE/ 8-K Report, Acquisition Completed (Aug 31, 2015)

Filed August 31, 2015For Securities:DHR

Summary

Danaher Corporation (DHR) has filed a Form 8-K on August 31, 2015, to report the completion of its acquisition of Pall Corporation. The transaction, valued at approximately $13.8 billion, was executed through a merger where Pall Corporation became an indirect wholly owned subsidiary of Danaher. Shareholders of Pall Corporation received $127.20 in cash for each share of common stock, and outstanding stock options and restricted stock units were either cashed out or converted into Danaher equity awards. This significant acquisition marks a major development for Danaher, expanding its business and potentially impacting its future financial performance and strategic direction. Investors should note that detailed financial statements and pro forma information related to the acquisition will be filed in an amendment to this 8-K within 71 days. The delisting of Pall Corporation's common stock from the NYSE is also underway as a result of this transaction.

Key Highlights

  • 1Danaher Corporation completed the acquisition of Pall Corporation on August 31, 2015, for approximately $13.8 billion.
  • 2Pall Corporation is now an indirect wholly owned subsidiary of Danaher.
  • 3Pall Corporation shareholders received $127.20 in cash per share.
  • 4Outstanding Pall Corporation stock options and restricted stock units were handled through cash payments or conversion into Danaher equity.
  • 5Pall Corporation's common stock is being delisted from the New York Stock Exchange (NYSE).
  • 6Danaher will file detailed financial statements and pro forma information for the acquired business by amendment within 71 days.

Frequently Asked Questions

The total aggregate amount paid by Danaher for the acquisition of Pall Corporation, including merger consideration and other payments related to equity awards, was approximately $13.8 billion.

Pall Corporation shareholders received $127.20 in cash, without interest, for each share of Pall common stock they held at the time of the merger.

Danaher Corporation has stated that it will file the required financial statements of the acquired business and pro forma financial information by amendment to this Current Report on Form 8-K within 71 calendar days after the filing date of this report (August 31, 2015).

As a result of the acquisition, Pall Corporation's common stock is being delisted from the New York Stock Exchange (NYSE). Pall requested the NYSE to file a Form 25 with the SEC to initiate this delisting process.