Amendment No. 9 to the Schedule 14D-9

0001193125-11-154971.txt : 20110531 0001193125-11-154971.hdr.sgml : 20110530 20110531173018 ACCESSION NUMBER: 0001193125-11-154971 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110531 DATE AS OF CHANGE: 20110531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40103 FILM NUMBER: 11882660 BUSINESS ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 SC 14D9/A 1 dsc14d9a.htm AMENDMENT NO. 9 TO THE SCHEDULE 14D-9 Amendment No. 9 to the Schedule 14D-9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 9)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

BECKMAN COULTER, INC.

(Name of Subject Company)

BECKMAN COULTER, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

075811109

(CUSIP Number of Class of Securities)

Arnold A. Pinkston

Senior Vice President, General Counsel and Secretary

Beckman Coulter, Inc.

250 S. Kraemer Blvd.

Brea, CA 92821

(714) 993-5321

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Paul D. Tosetti

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 485-1234

Cary K. Hyden

Michael A. Treska

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, California 92626

(714) 540-1235

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 9 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Beckman Coulter, Inc. (“Beckman Coulter” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2011 and amended on February 18, 2011, March 2, 2011, March 8, 2011, March 9, 2011, March 11, 2011, March 23, 2011, April 18, 2011 and April 20, 2011 (as amended, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Djanet Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), to purchase all of the outstanding common stock, par value $0.10 per share, of Beckman Coulter (the “Shares”), at a price of $83.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated February 15, 2011 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Danaher and Purchaser with the SEC on February 15, 2011. The Offer to Purchase and the Letter of Transmittal were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item

8. Additional Information.

Extension of the Offer.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding to the end of the section entitled “Extension of the Offer” the following:

On May 31, 2011, Danaher issued a press release announcing that the Purchaser has extended the Offer until 5:00 p.m., New York City time, on Friday, June 24, 2011, unless further extended. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of Monday, June 6, 2011, and Danaher, Purchaser and Beckman Coulter have mutually agreed to this extension of the Offer.

The transaction is subject to the satisfaction of customary closing conditions, including the Antitrust Condition. Danaher expects the Antitrust Condition to be satisfied upon receipt of regulatory approval from the European Commission, which clearance is anticipated to be received on or about June 16, 2011. On May 6, 2011, the European Commission confirmed receipt of the notification submitted by Danaher and the Company. Under the EC Merger Regulation, the European Commission has 25 business days, or until June 16, 2011, to review the transaction; provided that this period may be extended.

Danaher continues to anticipate that the Offer and the Merger will close in June 2011.

The Depositary has indicated that, as of 4:00 p.m., New York City time, on May 31, 2011, approximately 25,376,215 Shares had been validly tendered and not withdrawn pursuant to the Offer. The full text of a press release by Danaher announcing the second extension of the Offer is filed as Exhibit (a)(5)(D) hereto and is incorporated herein by reference.

Item

9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:


Exhibit Number		Description

(a)(5)(D)		Press release issued by Danaher Corporation on May 31, 2011 (incorporated by reference to Exhibit (a)(5)(G) to Schedule TO-T/A of Danaher Corporation and Djanet Acquisition Corp., filed with the SEC on May 31, 2011).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


BECKMAN COULTER, INC.

By:		/s/ Arnold A. Pinkston

Name:		Arnold A. Pinkston
Title:		Senior Vice President, General Counsel and Secretary

Dated: May 31, 2011