8-KAcquisitions & DispositionsMaterial AgreementsRegulation FD+2

DANAHER CORP /DE/ 8-K Report, Material Agreement (Jul 8, 2016)

Filed July 8, 2016For Securities:DHR

Summary

Danaher Corporation (DHR) filed this 8-K on July 7, 2016, to report on the definitive agreements and the completion of the separation and distribution of its wholly owned subsidiary, Fortive Corporation (FTV). The separation was effective as of July 2, 2016, with Danaher stockholders receiving one share of Fortive common stock for every two shares of Danaher common stock they held as of the record date. This event marks a significant strategic move for Danaher, allowing it to focus on its remaining businesses. The filing details several key agreements governing the relationship between Danaher and Fortive post-separation, including a Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, Intellectual Property Matters Agreement, and a DBS License Agreement. Danaher has also made available pro forma financial information on its investor relations website to help investors analyze its historical performance excluding Fortive's operations.

Key Highlights

  • 1Danaher completed the separation and distribution of its subsidiary, Fortive Corporation (FTV), effective July 2, 2016.
  • 2Danaher stockholders received one share of Fortive for every two shares of Danaher held as of the record date (June 15, 2016).
  • 3Definitive agreements were executed on July 1, 2016, to govern the terms of the separation and the ongoing relationship between Danaher and Fortive.
  • 4Key agreements include Separation, Employee Matters, Tax Matters, Transition Services, Intellectual Property, and DBS License Agreements.
  • 5Danaher has provided unaudited pro forma financial statements to help investors understand historical performance without Fortive's results.
  • 6Fortive will trade independently on the New York Stock Exchange under the ticker symbol "FTV".
  • 7Fractional shares of Fortive were sold, with proceeds distributed to eligible Danaher stockholders.

Frequently Asked Questions

This 8-K filing primarily announces and details the completion of Danaher Corporation's separation from its subsidiary, Fortive Corporation, and the subsequent distribution of Fortive's common stock to Danaher's shareholders.

Danaher shareholders of record as of June 15, 2016, received one share of Fortive common stock for every two shares of Danaher common stock held. Fractional shares were aggregated and sold, with proceeds distributed to the entitled shareholders.

Several agreements were established to govern the post-separation relationship, including a Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, Intellectual Property Matters Agreement, and a DBS License Agreement.

Danaher has made unaudited pro forma consolidated condensed financial statements available on its Investor Relations website. These statements exclude the results of operations of Fortive, allowing investors to assess Danaher's historical performance on a standalone basis.