Summary
Danaher Corporation (DHR) filed an 8-K on December 2, 2019, to announce a temporary suspension of trading, commonly known as a "blackout," for its employee benefit plans. This blackout is directly linked to Danaher's offer to exchange its shares of Envista Holdings Corporation (Envista Stock) for outstanding shares of Danaher Stock. The restriction is triggered if 50% or more of the participants in certain Danaher savings plans direct the trustee to exchange their Danaher Stock held within the plans for Envista Stock. This blackout period is designed to comply with regulations under the Sarbanes-Oxley Act of 2002 and Regulation BTR, which restrict trading by directors and executive officers when a significant portion of plan participants are similarly restricted. The blackout is anticipated to commence on December 10, 2019, and extend through the week of January 4, 2020, assuming the exchange offer is not extended. During this period, certain Danaher insiders will be prohibited from trading Danaher Stock or its derivatives, with a specific exception for their participation in the Envista stock exchange offer.
Key Highlights
- 1Danaher is implementing a temporary trading blackout on its employee stock funds.
- 2The blackout is tied to an offer to exchange Danaher shares of Envista Holdings Corporation for Danaher Stock.
- 3If 50% or more of plan participants opt for the exchange, the blackout will be triggered.
- 4The blackout period is expected to start on December 10, 2019, and end around January 4, 2020.
- 5During the blackout, directors and Section 16 officers are restricted from trading Danaher Stock, except for participating in the Envista exchange offer.
- 6This action is in compliance with Sarbanes-Oxley Act and Regulation BTR.