Djanet Acquisition Corp, an indirect wholly owned subsidiary of Danaher Corp, has successfully purchased all of the shares duly tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Beckman Coulter Inc common stock at $83.50 per share, net to the seller in cash without interest and less any applicable withholding taxes.
The tender offer and withdrawal rights expired at 5:00 pm EST, on June 24, 2011. According to the depositary for the offer, a total of 63,087,256 shares of common stock of Beckman Coulter were tendered and not withdrawn prior to the expiration of the offer (including 4,646,009 shares delivered pursuant to guaranteed delivery procedures). Shareholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $83.50 per share, net to the seller in cash without interest and less any applicable withholding taxes. Assuming all shares tendered pursuant to guaranteed delivery procedures are delivered, approximately 88.08% of all outstanding shares have been tendered (the percentage is 81.59% if guaranteed delivery shares are not taken into account).
Djanet Acquisition Corp has also commenced a subsequent offering period which will expire at midnight EST, at the end of Wednesday, June 29, 2011, unless extended. During this subsequent offering period, holders of shares of Beckman Coulter common stock who did not previously tender their shares into the offer may do so and Djanet Acquisition Corp. will promptly purchase any shares so tendered at $83.50 per share, net to the seller in cash without interest and less any applicable withholding taxes. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.
After the subsequent offering period (and exercise of a “top-up” option, if necessary), Danaher expects to have sufficient shares of Beckman Coulter common stock to enable it to acquire all of the remaining outstanding shares of Beckman Coulter common stock by means of a short-form merger under Delaware law. In this merger, Djanet Acquisition Corp will merge with and into Beckman Coulter, and Beckman Coulter will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Beckman Coulter’s outstanding common stock will be cancelled and (except for shares held by Danaher, Djanet, Beckman Coulter, and their respective subsidiaries and shares held by Beckman Coulter’s stockholders who have and validly exercise appraisal rights under Delaware law) converted into the right to receive $83.50 per share, net to the seller in cash without interest.
Source: Danaher Corp