| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| FORM 8-K |
| CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2007 |
| DANAHER CORPORATION |
| Delaware | 001-08089 | 59-1995548 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
| incorporation) | No.) |
| 2099 Pennsylvania Ave., N.W., 12th Floor, Washington, D.C. 20006-1813 (Address of principal executive offices) (Zip Code) |
| (202) 828-0850 (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 15, 2007, Danaher Corporation (“Danaher”) announced that it had entered into an Agreement and Plan of Merger, dated October 14, 2007 (the “Merger Agreement”) with Raven Acquisition Corp., an indirect wholly owned subsidiary of Parent (the “Purchaser”) and Tektronix, Inc. (“Tektronix”). Pursuant to the Merger Agreement, the Purchaser commenced a cash tender offer to acquire all of Tektronix’s outstanding shares of common stock, without par value, including the associated preferred shares purchase rights (the “Rights”) (which Rights, together with the outstanding shares of Tektronix’s common stock, are hereinafter referred to as the “Shares”) at a price per Share of $38.00 net to the seller in cash without interest upon the terms and subject to the conditions disclosed in the Offer to Purchase included in the Tender Offer Statement on Schedule TO and in the related Letter of Transmittal (each as amended and supplemented from time to time) filed by Danaher and the Purchaser with the Securities and Exchange Commission on October 18, 2007 (the “Offer”).
The Offer expired at 11:59 p.m., New York City time, on November 15, 2007. Danaher and the Purchaser elected to provide a subsequent offering period pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended, for the remaining Shares, which period expired at 11:59 p.m., New York City time, on November 20, 2007. Based upon information provided by Computershare Trust Company, N.A., the depositary for the Offer, an aggregate of approximately 69,094,604 Shares (excluding Shares that had previously been tendered pursuant to guaranteed delivery procedures but were not actually delivered) were validly tendered into, and not withdrawn from, the Offer and subsequent offering period, representing over 90% of the outstanding Shares. Purchaser has accepted for payment all such validly tendered and not withdrawn Shares and is promptly making payment for such Shares in accordance with the terms of the Offer and applicable law.
Following the Purchaser’s acquisition of over 90% of the Shares, the Purchaser merged with and into Tektronix on November 21, 2007, with Tektronix surviving as an indirect wholly owned subsidiary of Danaher. The Merger was implemented on an expedited basis pursuant to the short-form merger procedure available under Oregon law. On that date, the Shares ceased to be traded on the New York Stock Exchange. In the Merger, each Share was cancelled and (other than Shares held by Danaher or the Purchaser and certain other restricted shares) converted into the right to receive $38.00 per Share, net to the seller in cash without interest.
Danaher funded the acquisition of Tektronix through the issuance of commercial paper and from available cash (including proceeds from the issuance of Danaher common stock as reported in Danaher’s Current Report on Form 8-K filed with the SEC on November 2, 2007). Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries – as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide.
Attached hereto as Exhibit 99.1 is a copy of the press release issued by Danaher and Tektronix dated November 16, 2007 regarding the expiration and results of the Offer and commencement of a subsequent offering period, which is incorporated herein by reference.
Attached hereto as Exhibit 99.2 is a copy of the press release issued by Danaher and Tektronix dated November 21, 2007 regarding the expiration and results of the subsequent offering period, which is incorporated herein by reference.
Attached hereto as Exhibit 99.3 is a copy of the press release issued by Danaher dated November 21, 2007 regarding completion of the merger, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this Item 9.01(a) are not included in this initial report on Form 8-K. The financial statements will be filed by an amendment to this report within the time period specified in the instructions to Item 9.01 of Form 8-K.
| (b) Pro Forma Financial Information |
The pro forma financial information required by this Item 9.01(b) is not included in this initial report on Form 8-K. The pro forma financial information will be filed by an amendment to this report within the time period specified in the instructions to Item 9.01 of Form 8-K.
(c) Exhibits:
| Exhibit | Description | |
| No. | _____________________________________________________________ | |
| 2.01 |
|
Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher Corporation, Raven Acquisition Corp. and Tektronix, Inc. (incorporated by reference to Exhibit 2.01 to Danaher’s Current Report on Form 8-K filed on October 15, 2007) |
| 99.1 |
|
Press release, dated November 16, 2007, entitled “DHR Successfully Completes Tender Offer for Tektronix Shares; Acquires Approximately 83% of TEK” |
| 99.2 |
Press release, dated November 21, 2007, entitled “DHR Closes Subsequent | |
| 99.3 |
|
Press release, dated November 21, 2007, entitled “Danaher Completes Acquisition of Tektronix” |
| SIGNATURE |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANAHER CORPORATION |
By: /s/ Daniel L. Comas
| Name: | Daniel L. Comas | ||
| Title: | EVP and CFO |
| Dated: November 21, 2007 |
| EXHIBIT INDEX |
| Exhibit | Description | |
| No. | ||
|
|
| |
| 2.01 | Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher | |
| Corporation, Raven Acquisition Corp. and Tektronix, Inc. (incorporated by | ||
| reference to Exhibit 2.01 to Danaher’s Current Report on Form 8-K filed on | ||
| October 15, 2007) | ||
| 99.1 | Press release, dated November 16, 2007, entitled “DHR Successfully Completes | |
| Tender Offer for Tektronix Shares; Acquires Approximately 83% of TEK” | ||
| 99.2 |
Press release, dated November 21, 2007, entitled “DHR Closes Subsequent | |
| 99.3 | Press release, dated November 21, 2007, entitled “Danaher Completes Acquisition | |
| of Tektronix” | ||
| DHR Successfully Completes Tender Offer for Tektronix Shares; Acquires Approximately 83% of TEK |
Washington, D.C. and Beaverton, OR, November 16, 2007 – Danaher Corporation (NYSE: DHR) and Tektronix, Inc. (NYSE: TEK) jointly announced today that Raven Acquisition Corp., an indirect wholly owned subsidiary of Danaher Corporation, has successfully purchased all of the shares tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Tektronix, Inc. common stock at $38.00 per share, net to the seller in cash without interest.
The tender offer and withdrawal rights expired at 11:59 PM, New York City time, on November 15, 2007. According to the depositary for the offer, a total of 69,958,316 shares of common stock of Tektronix were tendered and not withdrawn prior to the expiration of the offer (including 6,422,045 shares delivered pursuant to the guaranteed delivery procedures). Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $38.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer, Danaher, through Raven Acquisition Corp., now owns approximately 83% of the outstanding shares of Tektronix common stock.
Danaher also announced that Raven has commenced a subsequent offering period which will expire at 11:59 PM, New York City time on Tuesday, November 20, 2007, unless extended. During this subsequent offering period, holders of shares of Tektronix common stock who did not previously tender their shares into the offer may do so and Raven will promptly purchase any shares so tendered at $38.00 per share, net to the seller in cash without interest. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.
After the subsequent offering period, Danaher will acquire all of the remaining outstanding shares of Tektronix common stock by means of a merger under Oregon law. In this merger, Raven will merge with and into Tektronix and Tektronix will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Tektronix’s outstanding common stock will be cancelled and (except for shares held by Danaher or Raven and certain restricted shares) will be converted into the right to receive $38.00 per share, net to the seller in cash without interest. Thereafter, Tektronix’s common stock will cease to be traded on the NYSE.
If Danaher, through Raven, owns at least 90% of the outstanding shares of Tektronix common stock after the subsequent offering period (which would be the case if substantially all shares tendered pursuant to the guaranteed delivery procedures are delivered), the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Oregon law.
The purchase of the tendered shares is a "fundamental change" under the terms of the indenture governing Tektronix's $345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which entitles the noteholders to convert their notes into a
cash amount based on the value of a certain number of common shares to be determined by a formula set forth in the indenture.
About Danaher
Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components (www.danaher.com).
About Tektronix
Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries -- as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.
Securityholders of Tektronix are urged to read the tender offer statement, letter of transmittal and other materials relating to the tender offer, as they contain important information, including the various terms of, and conditions to, the tender offer. Securityholders can obtain a copy of the tender offer statement, letter of transmittal and other related materials free of charge from the SEC’s Edgar Database, which can be accessed through the SEC’s Internet site (http://www.sec.gov), or from the information agent for the tender offer, MacKenzie Partners, Inc., by calling (800) 322-2885 (call toll-free). We urge Tektronix securityholders to carefully read those materials prior to making any decision with respect to the tender offer.
Statements in this document that are not strictly historical, including statements regarding the acquisition of Tektronix, the expected timetable for completing the transaction and any other statements about managements’ future expectations, beliefs, goals, plans or prospects, may constitute forward looking statements. There are a number of risks and uncertainties that could cause actual results or events to differ materially from those suggested or indicated by such forward looking statements, including: the parties’ ability to satisfy the merger agreement conditions and consummate the transaction and the other factors described in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2006 and other SEC filings of Danaher as well as the SEC filings of Tektronix, including Tektronix’s Annual Report on Form 10-K for the year ended May 26, 2007 and Tektronix’s Quarterly Report on Form 10-Q for the quarter ended September 1, 2007. These forward-looking statements speak only as of the date of this release and neither Danaher nor Tektronix intends to update any forward looking statement except as required by law.
| Please contact: |
Andy Wilson
| Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 Paul Oldham VP Treasurer and Investor Relations Tektronix, Inc. 14200 SW Karl Braun Drive M/S 55-544 Beaverton, OR 97077 Telephone: (503) 627-4027 Fax: (503) 627-6108 |
DHR Closes Subsequent Offering Period for TEK;
Acquires Over 90% of Tektronix Shares
Washington, D.C. and Beaverton, OR, November 21, 2007 – Danaher Corporation (NYSE: DHR) and Tektronix, Inc. (NYSE: TEK) jointly announced today the expiration, as of 11:59 PM, New York City time, on November 20, 2007, of the subsequent offering period in the tender offer made by Raven Acquisition Corp., Danaher’s indirect wholly owned subsidiary, for all of the outstanding shares of Tektronix, Inc. common stock. The initial tender offer period expired on November 15, 2007.
According to the final report of the depositary for the offer, as of the expiration of the subsequent offering period, a total of approximately 69,094,604 shares of Tektronix common stock had been validly tendered and not withdrawn into the offer (including shares tendered during the subsequent offering period and excluding shares previously tendered pursuant to guaranteed delivery procedures that were not actually delivered). Stockholders who validly tendered and did not withdraw their shares will promptly receive the offer price of $38.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer and subsequent offering period, Danaher, through Raven Acquisition Corp., now owns over 90% of the outstanding shares of Tektronix common stock.
Raven will promptly acquire all of the remaining outstanding shares of Tektronix common stock by means of a short-form merger under Oregon law. In the merger, Raven will merge with and into Tektronix, and Tektronix will become an indirect wholly owned subsidiary of Danaher. In the merger, each outstanding share of Tektronix common stock will be cancelled and (except for shares held by Danaher or Raven and certain restricted shares) converted into the right to receive $38.00 per share, net to the seller in cash without interest. Following the merger, detailed instructions will be mailed to Tektronix stockholders who did not tender in the offer outlining the steps to be taken to obtain the merger consideration.
About Danaher
Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components (www.danaher.com).
About Tektronix
Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries -- as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.
| Please contact: |
| Andy Wilson Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 Paul Oldham VP Treasurer and Investor Relations Tektronix, Inc. 14200 SW Karl Braun Drive M/S 55-544 Beaverton, OR 97077 Telephone: (503) 627-4027 Fax: (503) 627-610 |
Danaher Completes Acquisition of Tektronix
Washington, D.C., November 21, 2007 – Danaher Corporation (NYSE: DHR) announced today that it has completed the merger of its indirect wholly owned subsidiary into Tektronix, Inc. and, as a result, Tektronix has become an indirect wholly owned subsidiary of Danaher.
Tektronix’s common stock will now cease to be traded on the New York Stock Exchange. Detailed instructions will be mailed to former Tektronix stockholders who did not tender their shares into the offer outlining the steps to be taken to obtain the merger consideration of $38 per share in cash, without interest.
The closing of the merger and the cessation of trading of Tektronix’s common stock on the New York Stock Exchange are each a "fundamental change" under the terms of the indenture governing Tektronix's $345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which entitles the noteholders to convert their notes into a cash amount based on the value of a certain number of common shares to be determined by a formula set forth in the indenture.
About Danaher
Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components www.danaher.com.
About Tektronix
Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries -- as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.
| Please contact: |
| Andy Wilson Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 |