ORANGE COUNTY, Calif.,
Feb. 15, 2011 /PRNewswire-FirstCall/ -- Beckman Coulter,
Inc. (NYSE: BEC) announced today that its board of directors
unanimously recommends that Beckman Coulter's stockholders tender
their shares to Danaher Corporation (NYSE: DHR) at the previously
announced price of $83.50 per share
of Beckman Coulter's common stock.
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The transaction is expected to close during the first half of
2011 and is subject to various conditions, including the tender of
at least a majority of the outstanding shares, calculated on a
fully-diluted basis, of Beckman Coulter's common stock in the
tender offer and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other applicable
regulatory approvals. Following completion of the tender offer,
Danaher will acquire all remaining shares of Beckman Coulter's
common stock through a second step merger at the same price per
share paid in the tender offer (without interest and subject to
applicable withholding taxes).
In consultation with its independent financial and legal
advisors, Beckman Coulter has filed a solicitation/recommendation
statement on Schedule 14D-9 with the Securities and Exchange
Commission. Stockholders of Beckman Coulter are advised to read
Beckman Coulter's Schedule 14D-9 statement because it
contains important information. Stockholders may obtain a free copy
of the statement at the SEC's website at www.sec.gov. Stockholders
may also obtain, without charge, a copy of the statement from
Beckman Coulter by telephone at (714) 961-6320, by mail at
Beckman Coulter, Inc., Investor Relations, 250 S. Kraemer Blvd,
Brea, California 92822, or by
going to Beckman Coulter's Investor Relations page on its corporate
web site at www.beckmancoulter.com.
Goldman, Sachs & Co. is serving as financial advisor,
and Latham & Watkins LLP is serving as legal counsel, to
Beckman Coulter.
About Beckman Coulter
Beckman Coulter, Inc., based in Orange
County, California, develops, manufactures and markets
products that simplify, automate and innovate complex
biomedical tests. More than 200,000 Beckman Coulter systems operate
in laboratories around the world, supplying critical information
for improving patient health and reducing the cost of care.
Recurring revenue, consisting of consumable supplies (including
reagent test kits), service and operating-type lease payments,
represent about 80% of the company's 2009 revenue of $3.3 billion. For more information, visit
www.beckmancoulter.com.
Note on Forward-Looking Statements
Certain statements either contained in or incorporated by
reference into this document are "forward-looking statements"
including, but not limited to, statements regarding the combined
companies' plans following, and the expected completion of, the
proposed acquisition. These forward-looking statements involve
certain risks and uncertainties that could cause actual results to
differ materially from those indicated in such forward-looking
statements and generally include statements that are predictive in
nature and depend upon or refer to future events or conditions.
Risks and uncertainties include the ability of Beckman Coulter and
Danaher to complete the transactions contemplated in the merger
agreement, including the parties' abilities to satisfy the
conditions to the consummation of the proposed acquisition; the
possibility of any termination of the merger agreement; the timing
of the tender offer and the subsequent merger; uncertainties as to
how many of Beckman Coulter's stockholders will tender their shares
of common stock in the tender offer; the possibility that various
other conditions to the consummation of the tender offer or the
subsequent merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the acquisition; other uncertainties
pertaining to the business of Beckman Coulter or Danaher; product
safety; legislative and regulatory activity and oversight; the
continuing global economic uncertainty and other risks detailed in
(i) Beckman Coulter's public filings with the SEC from time to
time, including Beckman Coulter's most recent Annual Report on Form
10-K for the year ended December 31, 2009, Quarterly Reports
on Form 10-Q and its subsequently filed SEC reports, each as filed
with the SEC, and (ii) Danaher's public filings with the SEC
from time to time, including Danaher's most recent Annual Report on
Form 10-K for the year ended December 31, 2009, Quarterly
Reports on Form 10-Q and its subsequently filed SEC reports, each
as filed with the SEC, in each case, which contains and identifies
important factors that could cause actual results to differ
materially from those contained in the forward-looking statements.
The reader is cautioned not to unduly rely on these forward-looking
statements. Beckman Coulter expressly disclaims any intent or
obligation to update or revise publicly these forward-looking
statements except as required by law.
Contact:
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Cynthia Skoglund
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(714) 961-6320
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Investor Relations
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SOURCE Beckman Coulter, Inc.