EX-99.(A)(2)(A) 2 dex99a2a.htm LETTER, DATED FEBRUARY 15, 2011, TO BECKMAN COULTER, INC.'S STOCKHOLDERS Letter, dated February 15, 2011, to Beckman Coulter, Inc.'s stockholders

Exhibit (a)(2)(A)

[BECKMAN COULTER, INC. LETTERHEAD]

February 15, 2011

Dear Beckman Coulter Stockholders:

We are pleased to report that Beckman Coulter, Inc. (“Beckman Coulter” or the “Company”), has entered into an Agreement and Plan of Merger, dated as of February 6, 2011 (the “Merger Agreement”), with Danaher Corporation (“Danaher”), and its indirect wholly-owned subsidiary, Djanet Acquisition Corp. (“Purchaser”), that provides for the acquisition of Beckman Coulter by Danaher.

Pursuant to the Merger Agreement, Purchaser has commenced a tender offer today to purchase all of the outstanding shares of the Company’s common stock at a purchase price of $83.50 per share in cash (without interest and subject to applicable withholding taxes). Unless extended, the tender offer is scheduled to expire at 12:00 midnight New York City time at the end of Wednesday, March 23, 2011. Following the successful completion of the tender offer, which would involve Purchaser obtaining ownership of a majority of the Company’s outstanding shares of common stock (calculated on a fully-diluted basis in the manner provided in the Merger Agreement), Purchaser will be merged into Beckman Coulter upon the terms and conditions set forth in the Merger Agreement. In the merger, the shares of the Company’s common stock that were not acquired in the tender offer will be converted into the right to receive the same price per share in cash paid in the tender offer for such securities (without interest and subject to applicable withholding taxes). Following the effective time of the merger, the Company will become an indirect wholly-owned subsidiary of Danaher.

As set forth in the enclosed Solicitation/Recommendation Statement on Schedule 14D-9, the Company’s board of directors has unanimously (i) determined that the tender offer and the merger are fair to and in the best interests of Beckman Coulter and its stockholders, (ii) approved the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the tender offer and the merger, in accordance with the General Corporation Law of the State of Delaware, (iii) declared that the Merger Agreement is advisable and (iv) resolved to recommend that Beckman Coulter’s stockholders accept the tender offer and tender their shares of common stock pursuant to the tender offer and, if required, adopt the Merger Agreement.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU ACCEPT THE TENDER OFFER AND TENDER YOUR SHARES PURSUANT TO THE TENDER OFFER AND, IF REQUIRED, ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER.

In addition to the Solicitation/Recommendation Statement on Schedule 14D-9 that accompanies this letter, also enclosed is Purchaser’s Offer to Purchase and related materials, including a Letter of Transmittal for use in tendering shares of common stock of Beckman Coulter. WE URGE YOU TO READ THE ENCLOSED OFFER TO PURCHASE, SOLICITATION /RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND OTHER MATERIALS CAREFULLY.

We greatly appreciate and thank you for the continued support and encouragement you have shown Beckman Coulter.

 

Sincerely,

J. Robert Hurley

Interim President and Chief Executive Officer