Danaher Announces Final Results Of Envista Exchange Offer

Press release:

Danaher Corporation (NYSE: DHR) announced today the final results of its previously announced offer to holders of shares of Danaher common stock to exchange their shares of Danaher common stock for shares of common stock of Envista Holdings Corporation (NYSE: NVST) owned by Danaher. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on December 13, 2019.

Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the exchange offer are as follows:

Total number of shares of Danaher common stock validly tendered and not validly withdrawn: 304,607,504
Shares validly tendered that were subject to proration: 303,682,229
“Odd-lot” shares validly tendered that were not subject to proration: 925,275
Total number of shares of Danaher common stock accepted: 22,921,984
Today, Danaher accepted 22,921,984 of the tendered shares in exchange for the 127,868,000 shares of Envista common stock owned by Danaher. Because the exchange offer was oversubscribed, Danaher accepted only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned fewer than 100 shares of Danaher common stock, or an “odd-lot,” who validly tendered all of their shares, were not subject to proration, in accordance with the terms of the exchange offer. All shares validly tendered by eligible “odd-lot” stockholders have been accepted. The final proration factor of 7.2433% had been applied to all other validly tendered shares of Danaher common stock to determine the number of such shares that were accepted.

Shares of Danaher common stock tendered but not accepted for exchange will be returned to the tendering stockholders in book-entry form promptly. In addition, the exchange agent will promptly credit shares of Envista common stock for distribution in the exchange offer in book-entry form to accounts maintained by the Envista transfer agent for tendering stockholders whose shares of Danaher common stock were accepted in the exchange offer. Checks in lieu of fractional shares of Envista common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as the dealer managers for the exchange offer. Evercore served as an advisor to Danaher for the exchange offer.

Posted by on December 18th, 2019 at 9:15 am


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