Danaher Corporation (NYSE: DHR) and Fortive Corporation announced today,
in connection with the planned spin-off of Fortive from Danaher, that
Fortive has priced the previously announced offering of $300 million of
1.800% senior notes due 2019, $750 million of 2.350% senior notes due
2021, $900 million of 3.150% senior notes due 2026 and $350 million of
4.300% senior notes due 2046. The closing of the offering is expected to
occur on June 20, 2016, subject to customary closing conditions. Danaher
will guarantee the notes until the spin-off occurs. The notes will pay
interest on a semi-annual basis. Fortive intends to use the net proceeds
from the sale of the notes to make payments to Danaher as consideration
for the contribution of assets to Fortive by Danaher in connection with
the separation, and to pay related fees and expenses and for general
corporate purposes.
The securities are being sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and to non-U.S. persons outside
the United States under Regulation S under the Securities Act. The
securities have not been registered under the Securities Act, and unless
so registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the securities, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This notice is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including
the statements regarding Danaher's anticipated spin-off of Fortive
Corporation and the timing thereof and Danaher's and Fortive's
expectations regarding the completion, timing and planned use of
proceeds from the offering, and any other statements regarding events or
developments that we believe or anticipate will or may occur in the
future are "forward-looking" statements within the meaning of The
Private Securities Litigation Reform Act of 1995. There are a number of
important factors that could cause actual results, developments and
business decisions 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, among other things, satisfaction of customary closing
conditions, Danaher's ability to successfully consummate the separation
of Danaher into two public companies and Danaher's and Fortive's ability
to realize the anticipated benefits of that transaction. Additional
information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is available in
Danaher's and Fortive's SEC filings, including Danaher's 2015 Annual
Report on Form 10-K and Quarterly Report on Form 10-Q for the first
quarter of 2016 and Fortive's Registration Statement on Form 10. These
forward-looking statements speak only as of the date of this release,
and neither Danaher nor Fortive assumes any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events and developments or otherwise.
Danaher Corporation
Matthew E. Gugino, Vice President, Investor Relations
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037
Telephone: (202) 828-0850
Fax: (202) 828-0860