-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKX4uK331YnHooYIQAMUgAutAeRuAmQ8StLDFi6DNeGCYmOJSe6AKmqdYm+kS1X2 kVEzu3Cv2jE2FdZc28M5UA== 0000898822-06-000635.txt : 20060522 0000898822-06-000635.hdr.sgml : 20060522 20060522171250 ACCESSION NUMBER: 0000898822-06-000635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060522 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 06859351 BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 8-K 1 may228k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 16, 2006 DANAHER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-08089 59-1995548 -------------------- -------------------- ----------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 2099 PENNSYLVANIA AVE., N.W., 12TH FLOOR, WASHINGTON, D.C. 20006-1813 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 202-828-0850 NOT APPLICABLE. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 April 12, 2006, the Company announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Company (the "Purchaser"), and Sybron Dental Specialties, Inc., a Delaware corporation ("Sybron"). Pursuant to the Merger Agreement, Purchaser commenced a cash tender offer to acquire all of Sybron's common stock, par value $.01 per share, including the associated preferred stock purchase rights (the "Rights") (which Rights together with the shares of the Company's common stock are hereinafter referred to as the "Shares"), at a price of $47.00 per share upon the terms and subject to the conditions disclosed in the Offer to Purchase on Schedule TO (as amended or supplemented from time to time) filed by the Company and Purchaser with the Securities and Exchange Commission on April 18, 2006 (the "Offer"). The Offer expired at 12:00 Midnight, New York City time, on May 15, 2006. Based upon information provided by Computershare Trust Company, N.A., the depositary for the Offer, 34,044,814 Shares were validly tendered and not withdrawn, including 3,204,796 Shares tendered by notice of guaranteed delivery, which represents approximately 83.95% of all issued and outstanding Shares. All Shares validly tendered and not withdrawn prior to the expiration were accepted for payment by Purchaser. The Company and Purchaser elected to provide a subsequent offering period pursuant to Rule 14d-11 of the Securities Exchange Act of 1934 for Shares not yet tendered, during which all properly tendered Shares were accepted and tendering stockholders received $47.00 per share. The subsequent offering expired at 12:00 Midnight, New York City time, on May 18, 2006. Based upon information provided by the depositary for the Offer, 38,958,190 Shares were validly tendered and not withdrawn pursuant to the Offer, including Shares tendered during the subsequent offer period (and also including 851,655 Shares tendered by notice of guaranteed delivery), which represents approximately 96.07% of all issued and outstanding Shares. All Shares accepted for payment by Purchaser pursuant to the Offer or the subsequent offer period have been paid for. On May 19, 2006, Purchaser merged with and into Sybron and Sybron become an indirect wholly owned subsidiary of the Company. The Merger was implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law. On that date, the Shares ceased to be traded on the New York Stock Exchange. Attached hereto as Exhibit 99.1, a copy of a press release issued by Danaher and Sybron dated May 16, 2006, which is incorporated herein by reference. Attached hereto as Exhibit 99.2, a copy of a press release issued by Danaher and Sybron dated May 19, 2006, which is incorporated herein by reference. Attached hereto as Exhibit 99.3, a copy of a press release issued by Danaher dated May 19, 2006, 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 71 calendar days after the date of this initial report. (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 71 calendar days after the date of this initial report. SIGNATURES 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. Date: May 22, 2006 DANAHER CORPORATION By: /s/ Daniel L. Comas -------------------------------------------- Daniel L. Comas Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Text of press release issued by Danaher and Sybron dated May 16 2006. 99.2 Text of press release issued by Danaher and Sybron dated May 19, 2006. 99.3 Text of press release issued by Danaher dated May 19, 2006. EX-99.1 2 press991.txt PRESS RELEASE Exhibit 99.1 DANAHER CORPORATION SUCCESSFULLY ACQUIRES APPROXIMATELY 83.95% OF SYBRON DENTAL SPECIALTIES, INC.'S SHARES Washington, D.C. and Newport Beach, CA, May 16, 2006 - Danaher Corporation (NYSE: DHR) and Sybron Dental Specialties, Inc. (NYSE: SYD) jointly announced today that Smile 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 Sybron Dental Specialties, Inc. common stock at $47.00 per share, net to the seller in cash without interest. The tender offer and withdrawal rights expired at Midnight, New York City time, on May 15, 2006. According to the depositary for the offer, a total of 34,044,814 shares of common stock of Sybron were tendered and not withdrawn prior to the expiration of the offer, including 3,204,796 shares subject to guaranteed delivery. 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 $47.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer, Danaher, through Smile, now owns approximately 83.95% of the outstanding shares of Sybron common stock. Danaher also announced that Smile will provide a subsequent offering period which will expire at Midnight, New York City time on Thursday, May 18, 2006, unless extended. During this subsequent offering period, holders of shares of Sybron common stock who did not previously tender their shares into the offer may do so and Smile will promptly purchase any shares so tendered at $47.00 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 expiration of the subsequent offering period, Smile will acquire all of the remaining outstanding shares of Sybron common stock by means of a merger under Delaware law. In this merger, Smile will merge with and into Sybron and Sybron will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Sybron's outstanding common stock will be cancelled and (except for shares held by Danaher, Smile or stockholders properly exercising dissenters' rights) will be converted into the right to receive $47.00 per share, net to the seller in cash without interest. Thereafter, Sybron's common stock will cease to be traded on the NYSE. If Danaher, through Smile, owns at least 90% of the outstanding shares of Sybron common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.com) Securityholders of Sybron Dental 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 Sybron Dental securityholders to carefully read those materials prior to making any decision with respect to the tender offer. 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 EX-99.2 3 ex992.txt PRESS RELEASE Exhibit 99.2 DANAHER CORPORATION SUCCESSFULLY ACQUIRES 94% OF SYBRON DENTAL SPECIALTIES, INC.'S SHARES Washington, D.C. and Newport Beach, CA, May 19, 2006 - Danaher Corporation (NYSE: DHR) and Sybron Dental Specialties, Inc. (NYSE:SYD) jointly announced today the expiration, as of Midnight, New York City time, on May 18, 2006, of the subsequent offering period in the tender offer made by Smile Acquisition Corp., Danaher Corporation's indirect wholly owned subsidiary, for all of the outstanding shares of Sybron Dental Specialties, Inc. common stock. The initial tender offer period expired on May 15, 2006. According to the final report of the depositary for the offer, as of the expiration of the subsequent offer period, 94% of Sybron's outstanding common stock (excluding shares subject to guaranteed delivery) were validly tendered and not withdrawn. Smile will acquire all of the remaining outstanding shares of Sybron common stock by means of a short-form merger under Delaware law. In this merger, Smile will merge with and into Sybron and Sybron will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Sybron's outstanding common stock will be cancelled and (except for shares held by Danaher, Smile or stockholders properly exercising dissenters' rights) will be converted into the right to receive $47.00 per share, net to the seller in cash without interest. Following the merger, detailed instructions will be mailed to Sybron stockholders who did not tender in the offer outlining the steps to be taken to obtain the merger consideration. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.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 EX-99.3 4 ex993.txt PRESS RELEASE Exhibit 99.3 DANAHER SUCCESSFULLY COMPLETES ACQUISITION OF SYBRON DENTAL SPECIALTIES, INC. Washington, D.C., May 19, 2006 - Danaher Corporation (NYSE: DHR) announced today that it has completed the merger of its indirect wholly owned subsidiary into Sybron and, as a result, Sybron has become a direct wholly owned subsidiary of Danaher. The merger follows Danaher's acquisition by tender offer of approximately 94% of Sybron's outstanding common stock at a price of $47.00 per share, net to the seller in cash. In the merger, each share of Sybron's outstanding common stock was cancelled and (except for shares held by Danaher, any subsidiary of Danaher or shareholders who properly exercise appraisal rights) converted into the right to receive $47.00 per share, net to the seller in cash. Sybron's common stock has ceased to be traded on the New York Stock Exchange. Detailed instructions will be mailed to former Sybron stockholders who did not tender their shares into the offer outlining the steps to be taken to obtain the merger consideration or exercise appraisal rights under Delaware law. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.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 -----END PRIVACY-ENHANCED MESSAGE-----