GLENWOOD, Ill., Sept. 6, 2017 /PRNewswire/ -- Landauer,
Inc. (NYSE: LDR), a recognized leader in personal and
environmental radiation measurement and monitoring and outsourced
medical physics services, today announced that it has entered into
a definitive agreement to be acquired by Fortive Corporation (NYSE:
FTV). Under the terms of the agreement, Fortive will make a
$67.25 per share cash tender offer to
acquire all outstanding Landauer shares for a total transaction
value of approximately $770 million,
including the assumption of debt and net of acquired cash. The
agreement was unanimously approved by Landauer's Board of
Directors.
Fortive is a diversified industrial growth company, based in
Everett, Washington. Fortive is
comprised of Professional Instrumentation and Industrial
Technologies businesses that are recognized leaders in attractive
markets with well-known brands in field instrumentation,
transportation, sensing, product realization, automation and
specialty, and franchise distribution. The company was formed as a
spin-off from the global science and technology company Danaher
Corporation in 2016.
Following the completion of the transaction, Landauer will
become part of Fortive's Field
Solutions platform within Fortive's Professional Instrumentation
segment.
Mike Kaminski, President and
Chief Executive Officer of Landauer stated, "Today's announcement
is an exciting step forward for Landauer, enabling us to combine
our strengths as a leader in radiation measurement with Fortive's
powerful and complementary Field Solutions platform and
safety-as-a-service offerings. As part of Fortive we will expand
our global scale and capabilities, leading to broader solutions for
our customers and increased opportunities for our employees."
William G. Dempsey, chairman of
Landauer added, "This transaction is a testament to the hard work
of our management team and all our employees and I want to thank
them for their years of commitment to building Landauer into the
business we have today. Combining with Fortive is a compelling
opportunity for Landauer and enables us to deliver immediate and
meaningful value to our shareholders."
The transaction, which is
expected to close by the end of 2017, is subject to Landauer
stockholders tendering a majority of the outstanding shares into
the tender offer (on a fully diluted basis), regulatory approvals
and other customary closing conditions. Landauer's Board of
Directors recommends that Landauer stockholders tender their shares
to Fortive as part of the transaction. A certain stockholder
representing approximately 5% of Landauer's outstanding shares has
indicated it intends to tender its shares into the offer.
Lazard served as financial advisor to Landauer and Sidley Austin
LLP served as legal advisor.
About Landauer
Landauer is a leading global provider of technical and
analytical services to determine occupational and environmental
radiation exposure, as well as the leading domestic provider of
outsourced medical physics services. For more than 50 years, the
Company has provided complete radiation dosimetry services to
hospitals, medical and dental offices, universities, national
laboratories, nuclear facilities and other industries in which
radiation poses a potential threat to employees. Landauer's
services include the manufacture of various types of radiation
detection monitors, the distribution and collection of the monitors
to and from customers, and the analysis and reporting of exposure
findings. The Company provides its dosimetry services to
approximately 1.8 million individuals globally. In addition,
through its Medical Physics segment, the Company provides
therapeutic and imaging physics services to the medical physics
community. For information about Landauer, please visit their
website at http://www.landauer.com
Important Additional Information
The tender offer (the "Offer") to be commenced by an affiliate
("Sub") of Fortive Corporation ("Parent") for shares of common
stock ("Company Common Stock") of Landauer, Inc. (the "Company")
has not yet commenced. This document does not constitute an offer
to buy or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of Company Common Stock
will be made only pursuant to an offer to purchase and related
materials that Parent and Sub intend to file with the U.S.
Securities and Exchange Commission (the "SEC"). If the Offer
is commenced, Parent and Sub will file a Tender Offer Statement on
Schedule TO with the SEC, and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The Tender Offer Statement on
Schedule TO (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
Solicitation/Recommendation Statement on Schedule 14D-9 will
contain important information that should be considered before any
decision is made with respect to the Offer. BEFORE MAKING ANY
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
These materials will be sent free of charge to Company stockholders
when available, and may also be obtained by contacting the Company
at 2 Science Road, Glenwood,
Illinois 60425, Attention: Corporate Secretary. In
addition, all of these materials (and all other tender offer
documents filed with the SEC) will be available at no charge from
the SEC through its website at www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
Forward-looking statements made herein with respect to the Offer
and related transactions, including, for example, the timing of the
completion of the Offer and the subsequent merger (the "Merger")
contemplated by the Agreement and Plan of Merger among the Company,
Parent and Sub (the "Merger Agreement") or the potential benefits
of the Offer and the Merger, reflect the current analysis of
existing information and are subject to various risks and
uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, the Company's actual results may differ materially from its
expectations or projections.
The following factors, among others, could cause actual plans
and results to differ materially from those described in
forward-looking statements. Such factors include, but are not
limited to, the effect of the announcement of the Offer and related
transactions on the Company's business relationships, operating
results and business generally; the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Merger Agreement, and the risk that the Merger Agreement may be
terminated in circumstances that require the Company to pay a
termination fee; the outcome of any legal proceedings that may be
instituted against the Company related to the transactions
contemplated by the Merger Agreement, including the Offer and the
Merger; uncertainties as to the number of stockholders of the
Company who may tender their stock in the Offer; the failure to
satisfy other conditions to consummation of the Offer or the
Merger, including the receipt of regulatory approvals related to
the Merger (and any conditions, limitations or restrictions placed
on these approvals); risks that the Offer and related transactions
disrupt current plans and operations and the potential difficulties
in employee retention as a result of the proposed transactions; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and other risks and
uncertainties; and those risks and uncertainties discussed from
time to time in our other reports and other public filings with the
SEC.
Additional information concerning these and other factors that
may impact the Company's expectations and projections can be found
in its periodic filings with the SEC, including its Annual Report
on Form 10-K for the year ended September
30, 2016. The Company's SEC filings are available
publicly on the SEC's website at www.sec.gov, on the Company's
website (www.landauer.com) under the heading "Investors" or upon
request by writing to the Company at 2 Science Road, Glenwood, Illinois 60425, Attention: Corporate
Secretary. The Company disclaims any obligation or undertaking to
update or revise the forward-looking statements contained herein,
whether as a result of new information, future events or
otherwise.
For Further Information Contact:
Michael DeGraff
Sard Verbinnen &
Co
Phone: 312.895.4734
Email:
mdegraff@sardverb.com
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SOURCE Landauer, Inc.