Envista completed its initial public offering (IPO) in
Danaher also announced today that, in connection with the split-off, it has received a waiver of the 180-day lock-up with respect to the shares of Envista common stock held by it from
The exchange offer is designed to permit Danaher stockholders to exchange all or a portion of their shares of Danaher common stock for shares of Envista common stock at a discount of 7 percent, subject to an upper limit of 5.5784 shares of Envista common stock for each share of Danaher common stock tendered in the exchange offer. If the upper limit is not in effect, for each
The final exchange ratio showing the number of shares of Envista common stock that Danaher stockholders participating in the exchange offer will receive for each share of Danaher common stock accepted for exchange, including whether the upper limit is in effect, will be announced by press release no later than
The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the exchange offer period, also will be available at http://investors.danaher.com/envista-exchange-offer.
The completion of the exchange offer is subject to certain conditions, including: at least 38.36 million shares of Envista common stock being distributed in exchange for shares of Danaher common stock validly tendered in the exchange offer and the receipt of an opinion of counsel that the exchange offer will qualify for tax-free treatment to Danaher and its participating stockholders.
Danaher owns 127.87 million shares of Envista common stock, which represent approximately 80.6 percent of the outstanding common stock of Envista. The maximum number of shares of Danaher common stock that will be accepted in the exchange offer equals 127.87 million divided by the final exchange ratio. The exchange offer will be subject to proration if the exchange offer is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered. If the exchange offer is consummated but not fully subscribed, then the remaining shares of Envista common stock owned by Danaher will be distributed on a pro rata basis to Danaher stockholders whose shares of Danaher common stock remain outstanding after the consummation of the exchange offer.
The exchange offer is voluntary for Danaher stockholders. No action is necessary for Danaher stockholders who choose not to participate, and their existing Danaher shares will not be impacted.
The terms and conditions of the exchange offer will be more fully described in a registration statement on Form S-4 and Form S-1 (Registration Statement), including a prospectus (Prospectus) forming a part thereof, to be filed by Envista with the
ABOUT DANAHER
Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher's globally diverse team of approximately 71,000 associates is united by a common culture and operating system, the Danaher Business System, and its Shared Purpose, Helping Realize Life's Potential.
FORWARD-LOOKING STATEMENTS
This communication contains certain statements about Danaher and Envista that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Danaher's and Envista's respective businesses, the economy and other future conditions. In addition, the forward-looking statements contained in this communication may include statements about the expected effects on Danaher and Envista of the exchange offer, the anticipated timing and benefits of the exchange offer, Danaher's and Envista's anticipated financial results, and all other statements in this communication that are not historical facts.
Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully in Danaher's and Envista's respective periodic reports filed from time to time with the
ADDITIONAL INFORMATION
The offer will be made solely by the Prospectus. The Prospectus will contain important information about the exchange offer, Danaher, Envista, and related matters, and Danaher will deliver the Prospectus to holders of Danaher common stock. Investors and security holders are urged to read the Prospectus and any other relevant documents filed with the
Envista will file with the
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