-----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, NIVhx7tKyZChhn0iZQezcd/qWeyj6p7sXsbMA1FXjFcI7lmQEzCFDP+aTer/4kE0 kYBfc28RhyMOMw1ucRtPPw== 0000928385-01-501108.txt : 20010614 0000928385-01-501108.hdr.sgml : 20010614 ACCESSION NUMBER: 0000928385-01-501108 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010613 GROUP MEMBERS: DANAHER CORP /DE/ GROUP MEMBERS: PHOENIX ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEST INC CENTRAL INDEX KEY: 0000891920 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 860485884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-45391 FILM NUMBER: 1660092 BUSINESS ADDRESS: STREET 1: 4747 N 22ND STREET CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6029526400 MAIL ADDRESS: STREET 1: 4747 N 22ND STREET CITY: PHOENIX STATE: AZ ZIP: 85016 FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC TO-C 1 dsctoc.txt SCH TO-C ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Microtest, Inc. (Name of Subject Company) Phoenix Acquisition Corp. Danaher Corporation (Name of Filing Person-Offeror) Common Stock, Par Value $0.001 Per Share Preferred Share Purchase Rights (Title of Class of Securities) 594941106 (CUSIP Number of Class of Securities) Patrick W. Allender Executive Vice President, Chief Financial Officer and Secretary 2099 Pennsylvania Avenue, NW, 12th Floor Washington, D.C. 20006-1813 Telephone: (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: Mark A. Dewire, Esq. Wilmer, Cutler & Pickering 2445 M Street, NW Washington, D.C. 20037-1420 Telephone: (202) 663-6000 CALCULATION OF FILING FEE ============================================================================== Transaction Valuation Amount of Filing Fee - ------------------------------------------------------------------------------ Not applicable Not applicable ============================================================================== [ ] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. [x] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [x] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule l3d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ============================================================================== ITEM 12 EXHIBITS Exhibit 99.1 Text of Press Release issued on June 13, 2001 Exhibit 99.2 Text of Press Release issued on June 13, 2001 Exhibit 99.3 Employee Q&A Sheet Exhibit 99.4 Letter to Employees Exhibit 99.5 Media Q&A Exhibit 99.6 Letter to Sales Representatives Exhibit 99.7 Q&A Sheet for Independent Sales Representatives EXHIBIT INDEX Exhibit 99.1 Text of Press Release issued on June 13, 2001 Exhibit 99.2 Text of Press Release issued on June 13, 2001 Exhibit 99.3 Employee Q&A Sheet Exhibit 99.4 Letter to Employees Exhibit 99.5 Media Q&A Exhibit 99.6 Letter to Sales Representatives Exhibit 99.7 Q&A Sheet for Independent Sales Representatives EX-99.1 2 dex991.txt PRESS RELEASE ISSUED 13-JUN-01 Exhibit 99.1 DANAHER CORPORATION 2099 Pennsylvania Ave., N.W. 12th Floor ---------- WASHINGTON, D.C. 20006-1813 TELEPHONE (202)-828-0850 FAX (202)-828-0860 FOR IMMEDIATE RELEASE CONTACT: Patrick W. Allender Chief Financial Officer Danaher Corporation (202) 828-0850 DANAHER CORPORATION AGREES TO ACQUIRE MICROTEST, INC. FOR $8.15 PER SHARE - -------------------------------------------------------------------------------- Washington, D.C., June 13, 2001 -- Danaher Corporation (NYSE:DHR) announced today that it has entered into a definitive merger agreement with Microtest, Inc. (NASD:MTST) to acquire all of its outstanding shares at a cash price of $8.15 per share. The transaction has a total value of approximately $74 million. Microtest is a leading provider of network test and connectivity products. Under the terms of the agreement, Microtest's Network Test and Measurement operations will be combined with Danaher's Fluke Networks subsidiary. "Fluke Networks and Microtest are a natural fit," stated H. Lawrence Culp, Jr., President and Chief Executive Officer of Danaher Corporation. "The two companies share complementary products, technologies, and cultures. The combined Fluke Networks/Microtest organization will be well positioned to provide superior engineering, sales and support in the network test, analysis and monitoring marketplace." Microtest also manufactures and sells disk storage devices. This product line is subject to divestiture, pending review by Danaher. Under the merger agreement, Danaher will commence a tender offer for Microtest's outstanding shares, which will be subject to certain conditions, including at least a majority of Microtest's outstanding shares, on a fully diluted basis, being tendered without withdrawal prior to the expiration of the offer, and clearance of the transaction under applicable governmental agencies' regulations being obtained. Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components (www.danaher.com). This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/ recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.2 3 dex992.txt PRESS RELEASE ISSUED 13-JUN-01 Exhibit 99.2 For Immediate Release: For More Information: June 13, 2001 Paul Stone Worldwide Communications Manager Fluke Networks, Inc. (425) 446-5425 paul.stone@flukenetworks.com ---------------------------- William R. Crowell Chief Financial Officer Microtest, Inc. (602) 952-6400 wcrowell@microtest.com Fluke Networks to Acquire Microtest, Inc. Acquisition strengthens Fluke Networks' position as a leader in premises copper and fiber test EVERETT, Wash. and PHOENIX, June 13, 2001 - Fluke Networks, Inc., part of the Danaher family of companies (NYSE: DHR) and Microtest, Inc. (NASD: MTST), today announced that Fluke Networks has signed a definitive agreement to acquire Microtest, Inc., a leading producer of test and connectivity products. Under the terms of the agreement, Fluke Networks will acquire Microtest in an all-cash transaction valued at approximately $74 million, or approximately $8.15 per share. "We greatly respect Microtest's pioneering of the cable test industry and the numerous products they have successfully brought to market over the past few years," said Chris Odell, president of Fluke Networks, Inc. "The complementary combination of Microtest and Fluke Networks will strengthen our ability to deliver timely Network SuperVision solutions, compete more effectively in the marketplace, and better respond to the rapidly changing needs of cabling and networking professionals around the world." "Of all the options we considered, selling to Fluke Networks made the most sense for our employees, shareholders and customers," said Vincent C. Hren, President and CEO of Microtest, Inc. "We respect Fluke Networks' commitment to win in its markets, and find their pursuit of excellence closely models our own. This acquisition will only positively impact the marketplace." Microtest has employees throughout the United States and various countries and had revenues of $44.6 million during the year ended December 2000. The announcement to acquire Microtest follows recent news of Fluke Networks' acquisition of Fotec, Inc. With the added support of two world-class innovators in testing and diagnostic products, Fluke Networks strengthens its position as a leader in the premises copper and fiber test business. About Microtest, Inc. Microtest's purpose is to bring people and information together with innovative technology that simplifies evolving networks. Microtest is a leader in network test and measurement products such as OMNIScanner(R)2, PentaScanner(R), CertiFiber(R), and OMNIFiber(R). Headquartered in Phoenix, Microtest has international offices in Sydney, Australia; Sao Paulo, Brazil; Beijing, China; Munich, Germany; Guadalajara, Mexico; Singapore and Crawley, United Kingdom. Information about Microtest can be found on the Web at www.microtest.com. ----------------- About Fluke Networks Fluke Networks provides award-winning Network SuperVision solutions(TM) that support the installation, analysis and monitoring of enterprise and telecommunications networks and the installation and certification of the fiber and copper cabling forming the backbone for those networks. Headquartered in Everett, Washington, the company has over 400 employees worldwide and distributes its products in more than 50 countries. Information about Fluke Networks can be found on the Web at www.flukenetworks.com. --------------------- # # # This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.3 4 dex993.txt EMPLOYEE Q & A Exhibit 99.3 [Microtest Letterhead] [Fluke Networks Letterhead] We're excited about the prospect of merging the best of both of our great companies. In the coming months, we'll get to know each other's businesses and products better, and we'll get to know each other better as well. In the meantime, this Q&A format will serve as an introduction to Fluke Networks and to some of the changes you can expect as you transition to become important members of the Fluke Networks team. 1. Do I still have a job based on this announcement? Microtest does not anticipate any additional reductions prior to the sale being finalized. The success of this merger will greatly depend upon the talent currently in place. Of course, as we move forward Fluke Networks will evaluate those areas where redundancies may occur and make decisions as appropriate. Both companies' goal is to minimize disruption, to the degree possible, in your jobs. 2. What will happen to our office - will we stay here, or will we have to move? There are no plans to re-locate you anywhere. As we have mentioned, Fluke Networks values the talent and quality of the employees and there is no intention to disrupt that asset. 3. What about policies and rules of work. Will they change? At this point in time, we do not anticipate any changes. Fluke Networks will need time to evaluate Microtest's existing policies and practices. We expect this process to take several months. 4. Will we be changing our benefits programs and pay schedules? Until the sale is finalized, your benefits and pay schedules will stay the same. Changes may occur after the transaction is closed. Fluke Networks' open enrollment normally occurs in November of each year. 5. What kind of benefits does Fluke Networks offer their employees, and will that change for the next open enrollment period? Fluke Networks offers a very comprehensive benefits program with life, AD&D, long term disability, health, dental, vision, a number of other optional benefits and insurance options and a 401k plan with Fidelity. Adjustment to benefits may be made during the next open enrollment period. 6. What about my pay? Will my classification or pay rate change? After the transaction is closed, Fluke Networks will evaluate what you do and will compare programs to understand differences between Microtest classifications and FNET's prior to blending compensation and classification plans. 7. Microtest was a standalone public company, and now it is being held by a larger corporation. I used to participate in an employee stock purchase program, and I had stock options granted to me. Now what? When the transaction is closed, your stock will be cashed-out. You should receive payment for the stock you held when Fluke Networks purchased the company based upon the agreed-upon price per share on the purchase date. Fluke Networks does have an FNET specific stock option program, but it is much different because Fluke Networks is an operating subsidiary of Danaher Corporation (NYSE: DHR). Stock options are used as an incentive vehicle for employees. 8. What happens to my vacation and sick leave? Your service time with Microtest will transfer to FNET. Vacation and sick leave that you have accrued will stay intact. You will remain on your existing vacation and sick leave plan until January of 2002. In the meantime, Fluke Networks will review your current plans, and anticipate transferring you onto their plans as of 1/02. Over the next several months, you will be learning much more about Fluke Networks' benefits plans. 9. What's it like to work for Fluke Networks? In a recent employee survey, over 90% of FNET's employees agreed that they'd recommend FNET as a good place to work. In the same survey, 90% of employees agreed that FNET's management is interested in the well being of its employees. The culture here is informal and fun, but highly committed to quality and winning in our markets. 10. How will competing products on the market today be handled? Due diligence confirmed that the offerings of the two companies are complementary. While we both have products that certify copper and fiber structured cabling, our organizations have typically marketed to different customers: Microtest has a heavy contractor base and FNET has successfully marketed to the end user. Microtest's recent launch into the residential market and FNET's recent launch into the outside plant are perfect examples of how the two companies have grown in different, complementary directions. 11. Will we attempt to make existing products integrate in any way? There may be a number of areas where we can jointly form a strong presence in the market by making products compatible. One area we immediately recognize is the records-management software area. 12. I'm a Microtest direct sales person and I know that Fluke Networks has direct people in the U.S. Do I still have a job? We are looking for good people to carry the message of the power and value the new merged Microtest plus Fluke Networks organizations brings to the market. In this case, 1+1 will be greater than 2! After the transaction has closed, Fluke Networks will undertake a careful but rapid evaluation of all sales personnel in both organizations to ---- determine where the best fits are. Your help will be needed to do this. Through this evaluation, we are confident new organizational opportunities will surface and the goal is to fit people into the jobs that best fit their skills and desires. 13. Where are Fluke Networks' employees located? In North America, Fluke Networks is located in Everett, WA. (worldwide headquarters), Colorado Springs, CO., Boston, MA., Austin and Dallas, TX, and in field offices throughout the US and Canada. FNET has international employees located throughout Europe, and Asia and Latin America. Worldwide, Fluke Networks has over 400 employees. 14. How will we communicate with other FNET employees? Both companies will jointly appoint a transition team that will be comprised of selected employees from your facility, and some key employees from Fluke Networks' Corporate and Business Unit groups. Communications will occur as a result of the work that is done cooperatively. You may also receive communications from some of the following: From Microtest: Vince Hren, President and CEO Bill Crowell, VP and CFO David Coffin, VP and GM, NTM Division Julie Jones, HR Director From Fluke Networks: Chris Odell, President Mark Kuhn, CFO Bill Dunn, VP of Marketing and E-Business Bill Moore, Director Worldwide Sales Will Ott, Infrastructure SuperVision Business Unit Manager Pat Donahoo, Infrastructure SuperVision Engineering Manager Carol Kowalski, HR Director Deb Buerkle, HR/Comp & Benefits Manager 15. When might we get the chance to meet the people? As we work through the details of integration, people will be identified and travel plans arranged for visits to each site. A few of you know some of the key contributors already from standards committees, domestic and international. 16. Who is Danaher Corporation, and why are we hearing about this company? Danaher Corporation (NYSE: DHR) is Fluke Networks' parent company. Danaher owns 50+ companies worldwide and employs more than 24,000 employees. Fluke Networks' President, Chris Odell, reports to the Danaher CEO, Larry Culp. For more information about Danaher, please go to www.danaher.com. --------------- 17. I hear Fluke Networks use the term "Network SuperVision" a lot, and see it in your ads. What is that supposed to mean? Network SuperVision is the expression of Fluke Networks' brand promise to our customers. When Fluke Networks says Network SuperVision, it's promising customers three things that are unique about FNET solutions: . Give our customers more ways to look at their networks (e.g. either via hardware or software solutions; from LAN to WAN; from physical layer to application layer; via distributed or portable solutions). . Show the customer a view into his network that he won't get anywhere else (examples include the Network Front Page of OptiView Integrated Network Analyzer, the "Explorer View" of Network Inspector software, and the switch identification of OneTouch Network Assistant). . Solutions uniquely designed to fit the experience level and work model of the user (FNET has pioneered new markets by identifying solutions for the network technician, the help desk technician, as well as engineering category-defining solutions for the network engineer, outside plant technician, and installer). 18. I know I am going to have more questions. Who do I call to get my questions answered? Please don't hesitate to contact any member of the Microtest Executive Team or your manager. You can expect weekly email updates on the progress of the transaction from Vince Hren. To find out more about Fluke Networks please check the web-site at www.flukenetworks.com - --------------------- This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/ recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.4 5 dex994.txt LETTER TO EMPLOYEES Exhibit 99.4 [Fluke Networks Letterhead] June 13, 2001 Dear Microtest Associates: I am writing to you on a day that must be one of many emotions for you. While I'm sure you have many questions and concerns that this letter will not begin to address, I hope this note will be the start of an ongoing dialog that will lead you to being as excited as we are about the tremendous personal and professional opportunities a combined Microtest-Fluke Networks organization will bring. Perhaps I can start by sharing what it is about your organization that we have admired over the years. First, we acknowledge that Microtest pioneered the cable test industry. Second, we have always envied your ability to quickly define and enter new markets; third, you have exhibited exceptional technical expertise in the development of your solutions. Our companies' strengths are very complementary. Your most successful products are focused on the datacom contractor, while we have seen our greatest successes with the network owner. We each have strong positions in different parts of our distribution channels, and we have each taken complementary paths in the development of new technologies. Combine these conclusions with the fact that many of our common competitors have merged recently and it becomes obvious that together we will be a much more formidable presence in a highly competitive marketplace. As a blended organization fully united behind delivering Fluke Networks' brand promise of Network SuperVision, we will undoubtedly be extremely well positioned for a successful future. Please know that we are very excited to have Microtest, and especially you, as partners on this great adventure. Sincerely, Chris Odell President Fluke Networks, Inc. This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.5 6 dex995.txt MEDIA Q & A Exhibit 99.5 [Fluke Networks Letterhead] Microtest Acquisition - FAQs - 1. What has been announced? Fluke Networks, part of the Danaher family of companies (NYSE: DHR), will acquire Microtest, Inc. (NASD: MTST) through an all-cash tender offer to Microtest shareholders. Under terms of the agreement, a subsidiary of Fluke Networks will purchase all outstanding shares of Microtest. Microtest will become part of Fluke Networks. 2. What are the financial terms of the agreement? Fluke Networks will acquire Microtest in an all-cash transaction valued at approximately $74 million, or approximately $8.15 per share. 3. Why is Fluke Networks buying, and Microtest selling? The combination of Fluke Networks and Microtest aligns both companies to compete against much larger test and measurement companies like Agilent, Textron/Greenlee and Ideal, which have all made recent acquisitions to strengthen themselves in this highly competitive market. 4. Why Fluke Networks? Microtest felt Fluke Networks had the best strategic fit to provide the same level of quality and service for their customers. Microtest's ability to quickly define and enter new markets and Fluke Networks' strong market development capabilities better position the combined company to compete in the networking marketplace. Both share a history of developing successful and innovative solutions. 5. Is there any overlap in the company's product lines? Fluke Networks' due diligence discovered that most of the offerings of the two companies are complementary. While both companies have products that certify copper and fiber structured cabling, their organizations have typically marketed to different customers: Microtest has a heavy installer contractor base and Fluke Networks has successfully marketed to the network owner. Microtest's recent launch into the residential market and Fluke Networks' recent launch into the outside plant arena are perfect examples of how the two companies have grown in different, complementary directions. 6. Will Fluke Networks market Microtest's Network Attached Storage (NAS) products as well as their test and measurement tools? No. Fluke Networks will continue to focus on its core businesses, developing Network SuperVision solutions that help networking professionals install, maintain and monitor enterprise and telecommunications networks. 7. How will the company's technologies fit together? Microtest products will continue to exist while points of integration are developed. Going forward, the two companies are looking to integrate their strengths immediately in the evolution of current products as well as the development of new solutions. 8. What does this mean for customers of Microtest? For Fluke Networks customers? This acquisition means only good news for all customers because both companies are respected for the quality of their products and the innovations of their testing technologies. The combination of Fluke Networks and Microtest gives customers a complete source for all their cable and fiber testing needs. 9. What does this mean for employees of Microtest? Microtest employees are valuable to the business, so Fluke Networks will offer positions to most Microtest employees. Some restructuring will occur in Microtest businesses not core to Fluke Networks. However, the Network Test employees of Microtest are expected to remain largely as they are today. Most employees who are offered employment by Fluke Networks will not be required to relocate from the Phoenix area. 10. How many employees currently work for Microtest and what is their revenue? Microtest has employees throughout the United States and various countries and had revenues of $44.6 million during the year ended December 2000. 11. How many employees currently work for Fluke Networks and what is their revenue? Fluke Networks has over 400 employees worldwide and has revenues around $150 million. 12. What assurances can Fluke Networks make that Microtest's customers will receive the same quality and support they are accustomed to? Fluke Networks is known for very high quality and customer satisfaction. Fluke Networks will continue to provide the level of service and satisfaction that Microtest customers have come to expect. Both companies will contact each of their key customers to explain the merger and make assurances that customer needs will be met during this transition. 13. Will Fluke Networks retain the Microtest name, URL and branding? Fluke Networks will evaluate the best way to integrate the Microtest brand while maintaining the quality features and attributes that Microtest's customers have come to expect. 14. Will Fluke Networks and Microtest share sales channels and co-market each other's brands? Fluke Networks will immediately look for ways to strengthen and improve support for its customers and distribution channels by offering the most comprehensive set of Network SuperVision solutions on the market. This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/ recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.6 7 dex996.txt LETTER TO SALES REPRESENTATIVES Exhibit 99.6 [Microtest Letterhead] [Fluke Networks Letterhead] Dear Microtest Rep, We are quite sure that by now you have all received notice of Fluke Networks' intent to acquire Microtest. We realize this creates a multitude of questions and concerns in your employees, customers, other principals and distribution partners. This brief note in no way will attempt to answer all of those concerns or questions. We do, however, want to try to address some of the more obvious questions you might have. First, Microtest is in no way being shut down and the OMNIScanner and other Microtest products will remain mainstays of both the Microtest transition enterprise and eventually as a full part of Fluke Networks. Second, Fluke Networks and Microtest, while competitors, are actually quite complementary; Microtest is strongest with datacom contractors and Fluke Networks' greatest success is with network owners. And third, Fluke Networks utilizes manufacturers' representatives throughout the world; such companies will continue to be a very important vehicle for us in creating demand and supporting distribution. Today we cannot state what the final directions will be concerning the ultimate sales channels we choose for the "new" FNET-Microtest product lines, if there will be any changes at all. We can say that there are no changes at all right now. Also, we commit to you to engage in a very open communication as to what the decision criteria and processes for eventually forming the combined sales force will be. We will contact you once the Microtest shareholders and government agencies have approved this transaction. For the immediate future, of course, we all are looking for continued sales success with Microtest products. Your strength and coverage of the North American datacom market is noteworthy and strong results in this transition period will warrant close consideration in go forward sales organizations. We are extremely excited about this merger of two very successful companies. Microtest pioneered the cable test marketplace and has made numerous, significant contributions to the cable and network testing world. In joining forces with Fluke Networks, the new combined enterprise will provide the market with unparalleled performance and value and bring new sales opportunities for us all. We look forward to discussing the details on how we can make this new endeavor even more successful. Sincerely, Sincerely, David Coffin Bill Moore VP/GM Network Test & Measurement Director, Worldwide Sales Microtest, Inc. Fluke Networks, Inc. This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. EX-99.7 8 dex997.txt Q & A FOR INDEPENDENT SALES REPS Exhibit 99.7 [Microtest Letterhead] [Fluke Networks Letterhead] Q&A for Microtest Independent Reps Re: The Merger of Microtest and Fluke Networks 1. Will we be able to sell the Fluke Networks (FNET) products? Nothing will change in the immediate future until the Microtest shareholders and government agencies approve the deal. Going forward, it is important that everyone understand that this is a merger of two successful companies. Consequently, our first step would be to evaluate both companies' channels and territories and determine how best to use the resources at our disposal. But again, no change in sales responsibilities will happen until the deal is approved and this evaluation can be conducted. 2. Will we be terminated in favor of the direct or indirect FNET sales channels? As stated above, our goal is to use the best mix of resources in each territory. Therefore, we want to carefully evaluate both the Microtest ---- and the FNET channels to determine what kind and quantity of sales assets we need to meet the customer demand based on our new, expanded product offering. It is conceivable that we may need even more resources in a given territory than are there today for both companies. Therefore, no change in sales responsibilities will happen until that evaluation can be conducted. Needless to say, it is in everyone's best interest to keep selling aggressively! 3. Will our contract be modified in any way? Of course it's premature to discuss contracts until the sale is approved, and part of our evaluation in the meantime will include current channel contracts. Just as a side note, we have found that the philosophies of both Microtest and FNET are very similar in this area. 4. Will any of the current Microtest products be discontinued? There are currently no plans to discontinue any of the cable test products of either company. 5. Will the Phoenix location be "shut down"? There are no plans to close the Phoenix facility. The acquisition was based on the value FNET saw in the Microtest organization - its engineering, sales, marketing, support and brand resources. Fluke Networks has a track record of leaving successful operations where they originally resided: Colorado Springs, Dallas, Austin, Boston, and, now, Phoenix. 6. Will we still "report" to the current Microtest regional organization? There is no change in reporting relationship while the deal is being approved. In the event the deal is approved, and after our complete channel evaluation, we will make those kinds of determinations. 7. What do I tell my current and prospective customers? It's business as usual. For the time being, they will see no change in sales and support from either Fluke Networks or Microtest. Eventually, they will get the benefit of dealing with the best aspects of the two leading cable and network test companies. 8. What do I tell my distribution contacts? How will they be notified and what will they be told? It is important to note that most of our fulfillment channels are basically the same. We are communicating with the distributors immediately informing them of the intent to merge, and will get in contact as soon as it's appropriate after the approval period. In the meantime, we are urging them to continue business as usual. 9. What do I do if a customer is considering FNET products versus Microtest? Until the transaction closes pending approval of Microtest shareholders and government agencies, it's business as usual. This document is neither an offer to purchase nor a solicitation of an offer to sell securities. Danaher has not yet commenced the tender offer described herein. The tender offer will be made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that will be filed by Danaher, and the solicitation/recommendation statement that will be filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements will contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders will be able to obtain these statements in due course, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward- looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----