Washington,
D.C., April 10, 2012 - Danaher Corporation (NYSE:DHR) announced today
that it has entered into a definitive merger agreement with X-Rite,
Incorporated (NASDAQ: XRIT) pursuant to which Danaher will acquire
X-Rite by making a cash tender offer to acquire all of the outstanding
shares of common stock of X-Rite at a purchase price of $5.55 per share,
for an enterprise value of approximately $625 million, including debt
assumed and net of cash acquired.
X-Rite is a
global leader in color measurement technology. The company, which
includes design industry color provider Pantone, develops, manufactures,
markets and supports innovative color solutions through measurement
systems, software, color standards and services. Upon closing X-Rite
will be part of Danaher's Product Identification group.
"We
are excited about the opportunity to acquire two premier brands in
X-Rite and Pantone," said William K. Daniel II, Executive Vice President
of Danaher. "Color measurement is an attractive market adjacency to
our existing Product Identification businesses. X-Rite's color
measurement technologies complement Esko's digital packaging design
capabilities to provide customers with a full range of solutions to meet
their packaging and design needs. Along with Videojet and Esko, we
believe X-Rite and Pantone will further Danaher's leading position in
the Product Identification industry and present an attractive value
creation opportunity."
The X-Rite Board of
Directors has unanimously recommended that X-Rite shareholders accept
and tender their shares into the offer. The offer is subject to
customary conditions, including tender of a majority of the outstanding
shares into the offer (on a fully diluted basis), applicable regulatory
approvals and the absence of a material adverse change with respect to
X-Rite. Certain shareholders representing approximately 68% of the
voting power of X-Rite's outstanding shares intend to tender their
shares into the offer. The transaction is expected to be completed
during the second quarter of 2012.
About Danaher
Danaher
is a science and technology leader that designs, manufactures, and
markets innovative products and services to professional, medical,
industrial, and commercial customers. Our premier brands are among the
most highly recognized in each of the markets we serve. The Danaher
Business System provides a foundation to our 59,000 associates around
the world, serving customers in more than 125 countries. In 2011, we
generated $16.1 billion of revenue. For more information please visit
our website: www.danaher.com.
Notice to Investors
This
announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer for the outstanding shares of
X-Rite common stock described in this press release has not yet
commenced. At the time the planned offer is commenced an indirect,
wholly-owned subsidiary of Danaher will file a tender offer statement on
Schedule TO with the Securities and Exchange Commission and X-Rite will
file a solicitation/recommendation statement on Schedule 14D-9 with
respect to the planned offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information
that should be read carefully before any decision is made with respect
to the tender offer. Those materials will be made available to
X-Rite security holders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be
available at no charge on the SEC's Web site: www.sec.gov.
Forward-looking statements
Statements
in this release that are not strictly historical, including statements
regarding the proposed acquisition of X-Rite, the expected timetable for
completing the transaction, potential benefits and synergies of the
transaction, future opportunities for the combined businesses and any
other statements regarding events or developments that we believe or
anticipate will or may occur in the future, may be "forward-looking"
statements within the meaning of the federal securities laws, and
involve a number of risks and uncertainties. There are a number of
important factors that could cause actual events to differ materially
from those suggested or indicated by such forward-looking statements and
you should not place undue reliance on any such forward-looking
statements. These factors include risks and uncertainties related to,
among other things: general economic conditions and conditions affecting
the industries in which Danaher and X-Rite operate; the uncertainty of
regulatory approvals; the parties' ability to satisfy the tender offer
and merger agreement conditions and consummate the transaction;
Danaher's ability to successfully integrate X-Rite's operations and
employees with Danaher's existing business; the ability to realize
anticipated growth, synergies and cost savings; and X-Rite's performance
and maintenance of important business relationships. Additional
information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is available in
Danaher's SEC filings, including Danaher's Annual Report on Form 10-K
for the year ended December 31, 2011 as well as X-Rite's SEC filings,
including X-Rite's Annual Report on Form 10-K for the year ended
December 31, 2011. These forward-looking statements speak only as of the
date of this release and Danaher does not assume any obligation to
update or revise any forward-looking statement, whether as a result of
new information, future events and developments or otherwise, except as
required by law.
Danaher contact:
Matt R. McGrew
Vice President, Investor Relations
Danaher Corporation
2200 Pennsylvania Avenue, NW
Suite 800W
Washington, D.C. 20037
Telephone: (202) 828-0850
Fax: (202) 828-0860