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November 28, 2007 |
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TEKTRONIX INC: Completes US$2.8 Bil. Merger Deal with Danaher Danaher Corporation has completed the merger of its indirect wholly owned subsidiary into Tektronix Inc. On Oct. 15, 2007, the company reached a definitive agreement under which Danaher will make a cash tender offer to acquire all of the outstanding common shares of Tektronix for US$38 per share. The aggregate purchase price is approximately US$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% to Tektronix's closing price on Oct. 12, 2007. The companies also disclosed the expiration, as of 11:59 PM, New York City time, on Nov. 20, 2007, of the subsequent offering period in the tender offer made by Raven Acquisition Corp., Danaher's indirect wholly owned subsidiary, for all of the outstanding shares of Tektronix Inc. common stock. The initial tender offer period expired on Nov. 15, 2007. According to the final report of the depositary for the offer, as of the expiration of the subsequent offering period, a total of approximately 69,094,604 shares of Tektronix common stock had been validly tendered and not withdrawn into the offer, including shares tendered during the subsequent offering period and excluding shares previously tendered pursuant to guaranteed delivery procedures that were not actually delivered. Stockholders who validly tendered and did not withdraw their shares will promptly receive the offer price of US$38 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer and subsequent offering period, Danaher, through Raven Acquisition Corp., now owns over 90% of the outstanding shares of Tektronix common stock. Raven will promptly acquire all of the remaining outstanding shares of Tektronix common stock by means of a short-form merger under Oregon law. In the merger, Raven will merge with and into Tektronix, and Tektronix will become an indirect wholly owned subsidiary of Danaher. Tektronix's common stock will now cease to be traded on the New York Stock Exchange. Detailed instructions will be mailed to former Tektronix stockholders who did not tender their shares into the offer outlining the steps to be taken to obtain the merger consideration of US$38 per share in cash, without interest. The closing of the merger and the cessation of trading of Tektronix's common stock on the New York Stock Exchange are each a "fundamental change" under the terms of the indenture governing Tektronix's US$345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which entitles 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. About Danaher Corporation Headquartered in Washington, DC, Danaher Corporation (NYSE:DHR) -- http://www.danaher.com/ -- is a manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components. About Tektronix Inc. Headquartered in Beaverton, Oregon, Tektronix Inc. (NYSE:TEK) -- is http://www.tektronix.com/ -- is a supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries -- well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Tektronix has operations in 19 countries worldwide including United Kingdom, China, Japan, among others. * * * As reported in the Troubled Company Reporter on Oct. 17, 2007, Standard & Poor's Ratings Services placed its ratings, including the 'BB+' corporate credit rating, on Tektronix Inc. on CreditWatch with positive implications, following the announcement that the company will be acquired by 'A+' rated Danaher Corp. for US$2.85 billion. |
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