WASHINGTON, Aug. 25,
2023 /PRNewswire/ -- Danaher Corporation (NYSE: DHR)
today announced that it expects to complete the previously
announced separation of Veralto Corporation on September 30, 2023, the first day of Danaher's
fiscal fourth quarter. The Danaher Board of Directors has declared
a pro rata dividend of all of the common stock of Veralto
Corporation to Danaher stockholders of record as of the close of
business on September 13, 2023 (the
"Record Date"). The dividend is payable on September 30, 2023 ("Distribution Date") in
connection with the previously announced separation of Danaher's
existing Environmental and Applied Solutions segment through the
planned spin-off of Veralto. As a result of the dividend, Danaher
stockholders will receive one share of Veralto common stock for
every three shares of Danaher common stock they hold on the Record
Date.
Fractional shares of Veralto common stock will not be
distributed to Danaher stockholders. Instead, the fractional shares
of Veralto common stock will be aggregated and sold in the open
market, with the net proceeds distributed pro rata in cash payments
to the Danaher stockholders who otherwise would have received
fractional shares of Veralto common stock.
No action is required by Danaher stockholders to receive the
distributed shares of Veralto common stock. Danaher stockholders
who hold Danaher common stock on the Record Date will receive a
book-entry account statement reflecting their ownership of Veralto
common stock or their brokerage account will be credited with
Veralto shares. Because September 30,
2023 is a Saturday and not a business day, the shares are
expected to be credited to "street name" stockholders through the
Depository Trust Corporation (DTC) on the first trading day
thereafter, October 2, 2023.
An Information Statement containing details regarding the
distribution of Veralto common stock and Veralto's business and
management following the consummation of the distribution will be
mailed to Danaher stockholders prior to the Distribution Date. The
distribution of Veralto common stock remains subject to the
satisfaction or waiver of customary conditions, as described in the
Information Statement.
Danaher also announced that it expects "when-issued" trading of
Veralto common stock to begin on September
27, 2023, on the New York Stock Exchange ("NYSE"), under the
symbol "VLTO WI." "Regular-way" trading of Veralto common stock is
expected to begin on the NYSE on October 2,
2023, under the symbol "VLTO." The "when-issued" trading
market is a market for Veralto common stock that will be
distributed to holders of Danaher common stock prior to the opening
of the NYSE on October 2, 2023.
Stockholders who own Danaher common stock at the close of business
on the Record Date will be entitled to Veralto common stock
distributed pursuant to the distribution and may trade this
entitlement to shares of Veralto common stock, without Danaher
common stock they own, on the "when-issued" market.
Shares of Danaher common stock will continue to trade "regular
way" on the NYSE under the symbol "DHR" through and after the
Distribution Date. Danaher expects that beginning September 27, 2023 there will be two markets in
Danaher common stock on the NYSE: "regular-way" under the symbol
"DHR" and "ex distribution" under the symbol "DHR WI." Prior to the
Distribution Date, shares of Danaher common stock that trade in the
"regular-way" market will trade with the right to receive shares of
Veralto common stock on the Distribution Date. Shares of Danaher
common stock that trade in the "ex-distribution" market will trade
without the right to receive shares of Veralto common stock on the
Distribution Date. Holders of Danaher common stock are encouraged
to consult with their financial advisor regarding the specific
implications of selling Danaher common stock on or before the
Distribution Date.
For U.S. federal income tax purposes, Danaher's U.S.
stockholders (other than those subject to special rules) generally
should not recognize gain or loss as a result of the distribution,
except with respect to cash received in lieu of fractional shares
of Veralto common stock. Danaher stockholders are urged to consult
with their tax advisors with respect to the U.S. federal, state and
local or foreign tax consequences, as applicable, of the
distribution.
ABOUT DANAHER
Danaher is a global science and technology innovator committed
to helping its customers solve complex challenges and improving
quality of life around the world. Its family of world class brands
has leadership positions in the demanding and attractive health
care, environmental and applied end-markets. With more than 20
operating companies, Danaher's globally diverse team of
approximately 81,000 associates is united by a common culture and
operating system, the Danaher Business System, and its Shared
Purpose, Helping Realize Life's Potential. For more
information, please visit www.danaher.com.
ABOUT VERALTO
With annual sales of nearly $5
billion, Veralto is a global leader in essential technology
solutions with a proven track record of solving some of the most
complex challenges we face as a society. Our industry-leading
companies with globally recognized brands are building on a
long-established legacy of innovation and customer trust to create
a safer, cleaner, more vibrant future. Headquartered in
Waltham, Massachusetts our global
team of 16,000 associates is committed to making an enduring
positive impact on our world and united by a powerful
purpose: Safeguarding the World's Most Vital Resources™.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical,
including the statements regarding Danaher's anticipated spin-off
of Veralto and the timing thereof, the anticipated "when issued"
trading of Veralto common stock, the anticipated "ex distribution"
trading of Danaher common stock, the anticipated U.S. federal
income tax treatment of the distribution 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 federal securities laws. 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, the ability to satisfy the
conditions to, and complete, the transaction on a timely basis or
at all, including the ability to obtain regulatory approvals, the
ability of Danaher or Veralto to realize the benefits of the
transaction, potential future, adverse impacts on our business,
results of operations and financial condition related to the
COVID-19 pandemic, the impact of our debt obligations on our
operations and liquidity, deterioration of or instability in the
economy, the markets we serve and the financial markets,
uncertainties relating to national laws or policies, including laws
or policies to protect or promote domestic interests and/or address
foreign competition, contractions or growth rates and cyclicality
of markets we serve, competition, our ability to develop and
successfully market new products and technologies and expand into
new markets, the potential for improper conduct by our employees,
agents or business partners, our compliance with applicable laws
and regulations (including rules relating to off-label marketing
and other regulations relating to medical devices and the health
care industry), the results of our clinical trials and perceptions
thereof, our ability to effectively address cost reductions and
other changes in the health care industry, our ability to
successfully identify and consummate appropriate acquisitions and
strategic investments and successfully complete divestitures and
other dispositions, our ability to integrate the businesses we
acquire and achieve the anticipated growth, synergies and other
benefits of such acquisitions, contingent liabilities and other
risks relating to acquisitions, investments, strategic
relationships and divestitures (including tax-related and other
contingent liabilities relating to past and future IPOs, split-offs
or spin-offs), security breaches or other disruptions of our
information technology systems or violations of data privacy laws,
the impact of our restructuring activities on our ability to grow,
risks relating to potential impairment of goodwill and other
intangible assets, currency exchange rates, tax audits and changes
in our tax rate and income tax liabilities, changes in tax laws
applicable to multinational companies, litigation and other
contingent liabilities including intellectual property and
environmental, health and safety matters, the rights of
the United States government with
respect to our production capacity in times of national emergency
or with respect to intellectual property/production capacity
developed using government funding, risks relating to product,
service or software defects, product liability and recalls, risks
relating to fluctuations in the cost and availability of the
supplies we use (including commodities) and labor we need for our
operations, our relationships with and the performance of our
channel partners, uncertainties relating to collaboration
arrangements with third-parties, the impact of deregulation on
demand for our products and services, the impact of climate change,
legal or regulatory measures to address climate change and our
ability to address stakeholder expectations relating to climate
change, labor matters and our ability to recruit, retain and
motivate talented employees representing diverse backgrounds,
experiences and skill sets, non-U.S. economic, political, legal,
compliance, social and business factors (including the impact of
the military conflict between Russia and Ukraine), disruptions relating to man-made and
natural disasters, pension plan and healthcare costs, inflation and
the impact of our By-law exclusive forum provisions. Additional
information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is
available in our SEC filings, including our 2022 Annual Report on
Form 10-K and Quarterly Report on Form 10-Q for the second quarter
of 2023. These forward-looking statements speak only as of the date
of this release and except to the extent required by applicable
law, the Company does not assume any obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events and developments or otherwise.
NOT AN OFFER
This announcement is for informational purposes only and shall
not constitute, or form a part of, an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities.
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SOURCE Danaher Corporation
