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[October 21, 2007]
Danaher to Acquire Tektronix for $2.8 Billion
(Wireless News Via Thomson Dialog NewsEdge)
Danaher Corp. and Tektronix announced they have reached a definitive
agreement under which Danaher will make a cash tender offer to acquire
all of the outstanding common shares of Tektronix for $38.00 per share.
The aggregate purchase price is approximately $2.8 billion, including
debt, transaction costs and net of cash acquired.
The Board of Directors of Tektronix has unanimously recommended that
Tektronix shareholders accept and tender their shares into the offer,
which represents a premium of approximately 34 percent to Tektronix's
closing price on October 12. The offer is subject to customary
conditions, including tender of a majority of the outstanding shares
into the offer (on a fully diluted basis but excluding any shares
issuable pursuant to the Tektronix Notes), regulatory approvals, and
the absence of a material adverse change with respect to Tektronix. The
transaction is expected to be completed in the fourth quarter of 2007.
With annual revenues of approximately $1.1 billion, Tektronix is a
supplier of test, measurement, and monitoring products enabling the
design, manufacture, and management of next-generation global
communications networks, computing and advanced technologies.
Tektronix's products and solutions address the needs of industry
leaders in the communications, computer, semiconductor and consumer
electronics -- as well as military/aerospace, education and a broad
range of other industries.
Tektronix would become part of Danaher's Electronic Test platform,
joining Danaher's Fluke and Fluke Networks businesses, and nearly
doubling the platform's revenues. The combined brands are some of the
most highly recognized in each of their respective product segments.
Danaher's President and CEO, H. Lawrence Culp, Jr., said, "With its
well recognized brand, significant global reach and broad based
expertise in providing solutions for end-users in research and product
development for high-growth industries we believe Tektronix provides an
excellent complement to our existing Electronic Test business. We have
long admired Tektronix's product innovation and excellent reputation.
Through the application of the Danaher Business System we believe we
can continue to deliver strong results in our established businesses
and look at attractive adjacent markets for future growth
opportunities. We are very pleased to welcome Tektronix's management
team and associates to Danaher."
Richard H. Wills, Chairman of the Board, President and Chief Executive
Officer of Tektronix, said, "The combination of Danaher and Tektronix
enables us to leverage each other's strengths and build on our
commitment to long- term growth, innovation and continuous productivity
improvement. We believe this is a compelling transaction for Tektronix
shareholders and that the combined efforts of Danaher and Tektronix
will extend the leadership position we have built in our served markets
throughout the world."
The transaction will be a "fundamental change" under the terms of the
indenture governing Tektronix's $345 million aggregate principal amount
1.625 percent Senior Convertible Notes due 2012, which will entitle the
noteholders to convert their notes into a cash amount based on the
value of a certain number of common shares to be determined by a
formula set forth in the indenture.
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Copyright 2007 Wireless News
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