EX-99.(A)(3) 2 dex99a3.htm LETTER TO SHAREHOLDERS Letter to Shareholders

Exhibit (a)(3)

LOGO

October 18, 2007

Dear Shareholder,

We are pleased to inform you that Tektronix, Inc. (“Tektronix”) has entered into a merger agreement with Danaher Corporation (“Danaher”) and Raven Acquisition Corp., an indirect wholly owned subsidiary of Danaher (“Purchaser”), pursuant to which Purchaser has commenced a tender offer for each share of Tektronix common stock for $38.00, net to the seller in cash. The tender offer is subject to customary conditions, including the tender of a majority of the outstanding shares and the absence of a material adverse change with respect to Tektronix. The tender offer will be followed by a merger in which each share of Tektronix common stock not purchased in the tender offer will be converted into the right to receive the same per share cash consideration paid in the tender offer.

Your Board of Directors has unanimously determined that the tender offer and the merger are fair to and in the best interests of Tektronix and its shareholders, has approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, including the tender offer, and recommends that Tektronix shareholders accept the offer and tender their shares of Tektronix common stock in the offer.

In arriving at its recommendation, your Board of Directors carefully considered a number of factors. Those factors are discussed in the attached Schedule 14D-9.

In addition, enclosed are the Purchaser’s Offer to Purchase, dated October 18, 2007, Letter of Transmittal and related documents. These documents set forth the terms and conditions of the tender offer and provide information on how to tender your Tektronix shares to Purchaser. We urge you to read these documents and to consider this information carefully.

On behalf of the management and the Board of Directors of Tektronix, we thank you for the support you have given to Tektronix over the years.

 

Very truly yours,

LOGO

Richard H. Wills
Chief Executive Officer