SUNNYVALE, Calif., Oct. 24, 2016 /PRNewswire/ -- Cepheid
(NASDAQ: CPHD) today announced that antitrust clearances have been
received or the requisite waiting periods have expired, as
applicable, in the United States,
Germany, Austria and South
Africa, which comprise all of the governmental approvals
required as a closing condition pursuant to the merger agreement
executed in connection with the proposed acquisition of Cepheid by
Danaher Corporation.
As previously disclosed, on September 2,
2016, Cepheid, Danaher Corporation ("Parent"),
and Copper Merger Sub, Inc., a wholly-owned subsidiary of Parent
("Merger Sub"), entered into an Agreement and Plan of
Merger ("Merger Agreement"). Pursuant to the terms of
the Merger Agreement, and subject to the conditions thereof, Merger
Sub will merge with and into Cepheid, and Cepheid will become a
wholly-owned subsidiary of Parent (the "Merger").
Cepheid is scheduled to hold a special meeting of its
shareholders on November 4, 2016 to
consider and vote upon the approval of the Merger Agreement, Merger
and the principal terms thereof, as well as other matters related
to the Merger.
About Cepheid
Based in Sunnyvale, Calif.,
Cepheid (Nasdaq: CPHD) is a leading molecular diagnostics company
that is dedicated to improving healthcare by developing,
manufacturing, and marketing accurate yet easy-to-use molecular
systems and tests. By automating highly complex and time-consuming
manual procedures, the company's solutions deliver a better way for
institutions of any size to perform sophisticated genetic testing
for organisms and genetic-based diseases. Through its strong
molecular biology capabilities, the company is focusing on those
applications where accurate, rapid, and actionable test results are
needed most, such as managing infectious diseases and cancer. For
more information, visit www.cepheid.com.
Forward Looking Statements
This press release contains forward-looking statements that are
not purely historical regarding Cepheid's or its management's
intentions, beliefs, expectations and strategies for the future,
including those relating to the closing of the Merger.
Because such statements deal with future events, they are subject
to various risks and uncertainties, and actual results could differ
materially from Cepheid's current expectations. Factors that could
cause actual results to differ materially include risks and
uncertainties such as those relating to the ability of the parties
to complete the Merger and obtaining Cepheid shareholder approval.
Readers should also refer to the section entitled "Risk Factors" in
Cepheid's Annual Report on Form 10-K, its most recent Quarterly
Report on Form 10-Q, and its other reports filed with the
Securities and Exchange Commission.
All forward-looking statements included in this release are made
as of the date of this press release, based on information
currently available to Cepheid, and Cepheid assumes no obligation
to update any such forward-looking statement or reasons why results
may differ.
Additional Information About the Merger
In connection with the proposed merger, Cepheid filed a
definitive proxy statement with the Securities Exchange Commission
("SEC") on October 7, 2016. The definitive proxy statement has
been mailed to Cepheid shareholders and contains important
information about the proposed merger and related matters. CEPHEID
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED MERGER BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Cepheid
shareholders are advised that they may obtain free copies of the
definitive proxy statement filed by Cepheid with the SEC on the
SEC's website at http://www.sec.gov. In addition, free copies of
the definitive proxy statement may be obtained from Cepheid's
website at http://ir.cepheid.com/ or from Cepheid by written
request to Investor Relations, 904 Caribbean Drive, Sunnyvale, CA 94089.
Danaher, Cepheid and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of Cepheid shareholders in connection with the proposed
merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of
certain of Danaher's executive officers and directors in the
solicitation by reading Danaher's most recent Annual Report on Form
10-K, which was filed with the SEC on February 24, 2016 and
the proxy statement and other relevant materials filed with the SEC
when they become available. Information concerning the interests of
Cepheid's participants in the solicitation, which may, in some
cases, be different than those of Cepheid's shareholders generally,
are set forth in the definitive proxy statement relating to the
merger.
For Cepheid Media & Investor Inquiries:
Jacquie Ross, CFA
+1 408-400-8329
corporate.communications@cepheid.com
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SOURCE Cepheid