Filed by: Danaher Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.: 001-08089
The following text is accessible at http://investors.danaher.com/envista-exchange-offer in connection with the offer by Danaher Corporation(Danaher) to exchange up to an aggregate of 127,868,000 shares of common stock of Envista Holdings Corporation owned by Danaher for shares of common stock of Danaher, as described in further detail in the Prospectus (as defined below).
Last Updated: December 9, 2019
Overview Of Exchange Offer
On November 15,2019, Danaher Corporation, a Delaware corporation (Danaher), commenced an offer to exchange (the Exchange Offer) up to an aggregate of 127,868,000 shares of common stock of Envista Holdings Corporation, a Delaware corporation(Envista), par value $0.01 per share (Envista Common Stock), for outstanding shares of common stock of Danaher, par value $0.01 per share (Danaher Common Stock), that are validly tendered and not validlywithdrawn, as described in further detail in the Prospectus, dated November 15, 2019, as amended (the Prospectus).
Pursuant to theExchange Offer, for each $100 of Danaher Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Envista Common Stock, subject to an upper limit of 5.5784 shares of Envista Common Stock per share of Danaher CommonStock. The Exchange Offer does not provide for a lower limit or minimum exchange ratio. If the upper limit is in effect, then the exchange ratio will be fixed at that limit, and you will receive 5.5784 shares of Envista Common Stock per share ofDanaher Common Stock.
The value of Danaher Common Stock and Envista Common Stock for purposes of calculating the exchange ratio will be determined byDanaher by reference to the simple arithmetic average of the daily volume-weighted average prices (VWAPs) of Danaher Common Stock (the Average Danaher Price) and the Envista Common Stock (the Average EnvistaPrice) on the New York Stock Exchange (NYSE) during the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer (the Averaging Datesand this three-day period, the Averaging Period). The Averaging Dates are expected to be December 9, 10 and 11, 2019, unless the Exchange Offer is extended or terminated. If Danaher decides toextend the Exchange Offer, the Averaging Dates will be reset to the period of three consecutive trading days ending on and including the second trading day immediately preceding such extended expiration date, as it may be further extended.