BN 09/15 05:06 *DANAHER: NOBEL BIOCARE BOARD RECOMMENDED HOLDERS ACCEPT OFFER
BN 09/15 05:06 *DANAHER: OFFER EXPECTED TO BE COMPLETED LATE '14 OR EARLY '15
BN 09/15 05:05 *DANAHER: NOBEL BIOCARE WOULD BECOME PART OF DENTAL SEGMENT
BN 09/15 05:03 *DANAHER AGREES TO BUY NOBEL BIOCARE FOR ABOUT $2.2B IN CASH
BN 09/15 05:00 *DANAHER REPORTS ALL-CASH TENDER OFFER FOR NOBEL BIOCARE
BN 09/15 05:00 *DANAHER ENTERED INTO DEFINITIVE TRANSACTION PACT WITH NOBEL
BN 09/15 05:00 *DANAHER: TOTAL ENTERPRISE VALUE OF ABOUT $2.2B
BFW 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF 17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10-SHR
BN 09/15 05:06 *DANAHER: OFFER EXPECTED TO BE COMPLETED LATE '14 OR EARLY '15
BN 09/15 05:05 *DANAHER: NOBEL BIOCARE WOULD BECOME PART OF DENTAL SEGMENT
BN 09/15 05:03 *DANAHER AGREES TO BUY NOBEL BIOCARE FOR ABOUT $2.2B IN CASH
BN 09/15 05:00 *DANAHER REPORTS ALL-CASH TENDER OFFER FOR NOBEL BIOCARE
BN 09/15 05:00 *DANAHER ENTERED INTO DEFINITIVE TRANSACTION PACT WITH NOBEL
BN 09/15 05:00 *DANAHER: TOTAL ENTERPRISE VALUE OF ABOUT $2.2B
BFW 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF 17.10/SHR
BN 09/15 05:00 *DANAHER TO BUY NOBEL BIOCARE HOLDING FOR CHF17.10-SHR
Danaher to Acquire Nobel Biocare Holding AG for CHF 17.10 per share
2014-09-15 05:00:03.705 GMT
Danaher to Acquire Nobel Biocare Holding AG for CHF 17.10 per share
- Danaher Corporation announces all-cash tender offer for all publicly held
registered shares of Nobel Biocare Holding AG ("Nobel Biocare") at a purchase
price of CHF 17.10 per share, representing a total enterprise value of
approximately $2.2 billion including debt assumed and net of cash acquired,
recommended by Nobel Biocare's Board of Directors.
PR Newswire
WASHINGTON, Sept. 15, 2014
WASHINGTON, Sept. 15, 2014 /PRNewswire/ -- Danaher Corporation (NYSE:DHR) has
entered into a definitive transaction agreement with Nobel Biocare Holding AG
("Nobel Biocare") (SIX Swiss Exchange: NOBN) pursuant to which Danaher
Corporation or one of its direct or indirect subsidiaries ("Danaher") will
commence a tender offer for all publicly held registered shares of Nobel
Biocare in an all-cash transaction valued at approximately $2.2 billion. The
deal is expected to widen Danaher's market presence in the global dental
industry and allow Nobel Biocare to accelerate its strategic objectives and
future growth.
Under the terms of the transaction agreement, Danaher will commence a
voluntary all-cash public tender offer of CHF 17.10 per Nobel Biocare share to
purchase all of Nobel Biocare's publicly held registered shares. The
pre-announcement of the public tender offer is published today. The offer
prospectus is expected to be published on or around October 1, 2014 and the
offer period during which Nobel Biocare shareholders may tender their
registered shares is expected to start on or around October 16, 2014.
Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader and
pioneer in the field of innovative implant-based dental restorations and
currently serves customers in 80 markets globally. The Company's portfolio of
solutions includes dental implant systems, high-precision individualized
prosthetics, biomaterials and digital diagnostics, treatment planning and
guided surgery. In 2013, Nobel Biocare generated annual revenues of EUR 567
million (approximately $750 million based on 2013 calendar year-end exchange
rates).
Nobel Biocare would become part of Danaher's $2.2 billion Dental segment and
complements Danaher's position in the implant industry.
Henk van Duijnhoven, Senior Vice President of Danaher's Dental segment, said,
"Nobel Biocare has a very strong track record as an innovator and leader in
the attractive market for dental implant and prosthetic solutions. Bringing
Nobel Biocare's deep expertise in implant dentistry, digital prosthetics and
software together with our extensive knowledge in 3D imaging, intraoral
scanning and digital restorative solutions will further enable us to optimize
clinical workflows to the benefit of patients and dental practitioners. This
combination will help us build a strong platform for future growth."
Danaher's President and CEO, Thomas P. Joyce, Jr., said, "Nobel Biocare's
broad reach and leadership position make it one of the strongest global brands
in the dental industry today. We believe that application of the Danaher
Business System will provide Nobel Biocare with a unique opportunity to
further accelerate growth, expand margins, strengthen its market presence and
develop innovative solutions for dental patients and practitioners around the
world."
The Nobel Biocare Board of Directors has recommended that Nobel Biocare
shareholders accept and tender their shares into the offer, which represents a
premium of approximately 23% to Nobel Biocare's closing price on July 28,
2014, the day before market speculation began regarding a potential sale of
the Company, or 28% on the basis of the 60 day volume-weighted average price
on that date. The offer is subject to customary conditions, including tender
of 67% of the outstanding shares into the offer, applicable regulatory
approvals and the absence of a material adverse change with respect to Nobel
Biocare. The offer is expected to be completed in late 2014 or early 2015.
Danaher will host a conference call to discuss the transactions on September
15, 2014 at 8:30 a.m. ET. Access the call by dialing 888-686-9695 in the U.S.
or +1-913-312-1451 internationally, and referencing Danaher's Conference Call
(Conference ID 8605032). A telephone replay will be available by dialing
888-203-1112 in the U.S. or +1-719-457-0820 internationally, with Conference
ID 8605032. The replay will be available through September 22, 2014. The
conference call and replay will also be available via webcast on the Investor
section of www.danaher.com.
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 have unparalleled leadership positions
in some of the most demanding and attractive industries, including health
care, environmental and communications. The company's globally diverse team of
66,000 associates is united by a common culture and operating system, the
Danaher Business System. In 2013, Danaher generated $19.1 billion in revenue
and its market capitalization exceeded $50 billion. For more information
please visit www.danaher.com.
Disclaimers
The public tender offer ("Tender Offer" or "Offer") will not be made,
directly or indirectly, in any country or jurisdiction in which such Offer
would be considered unlawful or otherwise violate any applicable laws or
regulations, or which would require Danaher Corporation or any of its
affiliates to change or amend the terms or conditions of the Offer in any way,
to make any additional filing with any governmental or regulatory authority or
take any additional action in relation to the Offer. It is not intended to
extend the Offer to any such country or jurisdiction. Documents relating to
the Offer must neither be distributed in any such country or jurisdiction nor
be sent into such country or jurisdiction. Any such documents must not be used
for the purpose of soliciting the purchase of any securities of Nobel Biocare
by any person or entity resident or incorporated in any such country or
jurisdiction.
Notice to U.S. Holders
The Offer will be made for the registered shares of Nobel Biocare, a Swiss
company, and is subject to Swiss disclosure requirements, which are different
from those of the United States (U.S.). U.S. holders of Nobel Biocare shares
are encouraged to consult with their own Swiss advisors in connection with the
Offer.
The receipt of cash pursuant to the Offer by a U.S. holder of Nobel Biocare
shares may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other tax laws.
Each shareholder of Nobel Biocare is urged to consult his independent
professional adviser immediately regarding the tax consequences of acceptance
of the Offer.
It may be difficult for U.S. holders to enforce their rights and any claim
arising out of U.S. federal securities laws, since the ultimate offeror may
be, and Nobel Biocare is, located in a non-U.S. jurisdiction, and some or all
of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
You should be aware that Danaher and any of its affiliates and any advisor,
broker or financial institution acting as an agent or for the account or
benefit of Danaher may, subject to applicable Swiss and U.S. securities laws,
rules and regulations and pursuant to exemptive relief granted by the U.S.
Securities and Exchange Commission from Rule 14e-5 under the Securities
Exchange Act of 1934, as amended, make certain purchases of, or arrangements
to purchase, Nobel Biocare shares from shareholders of Nobel Biocare who are
willing to sell their Nobel Biocare shares outside the Offer from time to
time, including purchases in the open market at prevailing prices or in
private transactions at negotiated prices. Danaher or its respective affiliate
will disclose promptly any information regarding such purchases of Nobel
Biocare shares in Switzerland and the United States through the electronic
media, if and to the extent required under applicable laws, rules and
regulations in Switzerland.
United Kingdom
Communication about the offer is directed only at persons in the U.K. who (i)
have professional experience in matters relating to investments, (ii) are
persons falling within article 49(2)(a) to (d) («high net worth companies,
unincorporated associations, etc.») of The Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
«relevant persons»). Such communication must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to
which such communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
Australia and Japan
The Offer will not be addressed to shareholders of Nobel Biocare whose place
of residence, seat or habitual abode is in Australia or Japan, and such
shareholders may not accept the Offer.
Forward Looking Statements
Statements in this release that are not strictly historical, including
statements regarding the proposed acquisition, the expected timetable for
completing the transaction, future financial and operating results, benefits
and synergies of the transaction, future opportunities for the combined
businesses 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 U.S. 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 risks and uncertainties
related to, among other things: general economic conditions and conditions
affecting the industries in which Danaher and Nobel Biocare operate; the
uncertainty of regulatory approvals; the parties' ability to satisfy the
tender offer and merger agreement conditions and consummate the transaction;
Danaher's ability to successfully integrate Nobel Biocare's operations and
employees with Danaher's existing business; the ability to realize anticipated
growth, synergies and cost savings; and Nobel Biocare's performance and
maintenance of important business relationships. Additional information
regarding the factors that may cause actual results to differ materially from
these forward-looking statements is available in Danaher's SEC filings,
including Danaher's 2013 Annual Report on Form 10-K and Quarterly Report on
Form 10-Q for the second quarter of 2014. These forward-looking statements
speak only as of the date of this release and Danaher 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.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an
offer to sell registered shares. Shareholders of Nobel Biocare are urged to
read the offer documents, which are available at www.danaher.com.
SOURCE Danaher Corporation
Website: http://www.danaher.com
Contact: Investor Inquiries: Matthew E. Gugino, Vice President, Investor
Relations, Danaher Corporation, Telephone: (202) 828-0850, Fax: (202)
828-0860; Media Inquiries: James Acheson-Gray, Managing Director, APCO
Worldwide, Telephone: +44 772 520 6970, Email: jagray@apcoworldwide.com
-0- Sep/15/2014 05:00 GMT
2014-09-15 05:00:03.705 GMT
Danaher to Acquire Nobel Biocare Holding AG for CHF 17.10 per share
- Danaher Corporation announces all-cash tender offer for all publicly held
registered shares of Nobel Biocare Holding AG ("Nobel Biocare") at a purchase
price of CHF 17.10 per share, representing a total enterprise value of
approximately $2.2 billion including debt assumed and net of cash acquired,
recommended by Nobel Biocare's Board of Directors.
PR Newswire
WASHINGTON, Sept. 15, 2014
WASHINGTON, Sept. 15, 2014 /PRNewswire/ -- Danaher Corporation (NYSE:DHR) has
entered into a definitive transaction agreement with Nobel Biocare Holding AG
("Nobel Biocare") (SIX Swiss Exchange: NOBN) pursuant to which Danaher
Corporation or one of its direct or indirect subsidiaries ("Danaher") will
commence a tender offer for all publicly held registered shares of Nobel
Biocare in an all-cash transaction valued at approximately $2.2 billion. The
deal is expected to widen Danaher's market presence in the global dental
industry and allow Nobel Biocare to accelerate its strategic objectives and
future growth.
Under the terms of the transaction agreement, Danaher will commence a
voluntary all-cash public tender offer of CHF 17.10 per Nobel Biocare share to
purchase all of Nobel Biocare's publicly held registered shares. The
pre-announcement of the public tender offer is published today. The offer
prospectus is expected to be published on or around October 1, 2014 and the
offer period during which Nobel Biocare shareholders may tender their
registered shares is expected to start on or around October 16, 2014.
Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader and
pioneer in the field of innovative implant-based dental restorations and
currently serves customers in 80 markets globally. The Company's portfolio of
solutions includes dental implant systems, high-precision individualized
prosthetics, biomaterials and digital diagnostics, treatment planning and
guided surgery. In 2013, Nobel Biocare generated annual revenues of EUR 567
million (approximately $750 million based on 2013 calendar year-end exchange
rates).
Nobel Biocare would become part of Danaher's $2.2 billion Dental segment and
complements Danaher's position in the implant industry.
Henk van Duijnhoven, Senior Vice President of Danaher's Dental segment, said,
"Nobel Biocare has a very strong track record as an innovator and leader in
the attractive market for dental implant and prosthetic solutions. Bringing
Nobel Biocare's deep expertise in implant dentistry, digital prosthetics and
software together with our extensive knowledge in 3D imaging, intraoral
scanning and digital restorative solutions will further enable us to optimize
clinical workflows to the benefit of patients and dental practitioners. This
combination will help us build a strong platform for future growth."
Danaher's President and CEO, Thomas P. Joyce, Jr., said, "Nobel Biocare's
broad reach and leadership position make it one of the strongest global brands
in the dental industry today. We believe that application of the Danaher
Business System will provide Nobel Biocare with a unique opportunity to
further accelerate growth, expand margins, strengthen its market presence and
develop innovative solutions for dental patients and practitioners around the
world."
The Nobel Biocare Board of Directors has recommended that Nobel Biocare
shareholders accept and tender their shares into the offer, which represents a
premium of approximately 23% to Nobel Biocare's closing price on July 28,
2014, the day before market speculation began regarding a potential sale of
the Company, or 28% on the basis of the 60 day volume-weighted average price
on that date. The offer is subject to customary conditions, including tender
of 67% of the outstanding shares into the offer, applicable regulatory
approvals and the absence of a material adverse change with respect to Nobel
Biocare. The offer is expected to be completed in late 2014 or early 2015.
Danaher will host a conference call to discuss the transactions on September
15, 2014 at 8:30 a.m. ET. Access the call by dialing 888-686-9695 in the U.S.
or +1-913-312-1451 internationally, and referencing Danaher's Conference Call
(Conference ID 8605032). A telephone replay will be available by dialing
888-203-1112 in the U.S. or +1-719-457-0820 internationally, with Conference
ID 8605032. The replay will be available through September 22, 2014. The
conference call and replay will also be available via webcast on the Investor
section of www.danaher.com.
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 have unparalleled leadership positions
in some of the most demanding and attractive industries, including health
care, environmental and communications. The company's globally diverse team of
66,000 associates is united by a common culture and operating system, the
Danaher Business System. In 2013, Danaher generated $19.1 billion in revenue
and its market capitalization exceeded $50 billion. For more information
please visit www.danaher.com.
Disclaimers
The public tender offer ("Tender Offer" or "Offer") will not be made,
directly or indirectly, in any country or jurisdiction in which such Offer
would be considered unlawful or otherwise violate any applicable laws or
regulations, or which would require Danaher Corporation or any of its
affiliates to change or amend the terms or conditions of the Offer in any way,
to make any additional filing with any governmental or regulatory authority or
take any additional action in relation to the Offer. It is not intended to
extend the Offer to any such country or jurisdiction. Documents relating to
the Offer must neither be distributed in any such country or jurisdiction nor
be sent into such country or jurisdiction. Any such documents must not be used
for the purpose of soliciting the purchase of any securities of Nobel Biocare
by any person or entity resident or incorporated in any such country or
jurisdiction.
Notice to U.S. Holders
The Offer will be made for the registered shares of Nobel Biocare, a Swiss
company, and is subject to Swiss disclosure requirements, which are different
from those of the United States (U.S.). U.S. holders of Nobel Biocare shares
are encouraged to consult with their own Swiss advisors in connection with the
Offer.
The receipt of cash pursuant to the Offer by a U.S. holder of Nobel Biocare
shares may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other tax laws.
Each shareholder of Nobel Biocare is urged to consult his independent
professional adviser immediately regarding the tax consequences of acceptance
of the Offer.
It may be difficult for U.S. holders to enforce their rights and any claim
arising out of U.S. federal securities laws, since the ultimate offeror may
be, and Nobel Biocare is, located in a non-U.S. jurisdiction, and some or all
of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
You should be aware that Danaher and any of its affiliates and any advisor,
broker or financial institution acting as an agent or for the account or
benefit of Danaher may, subject to applicable Swiss and U.S. securities laws,
rules and regulations and pursuant to exemptive relief granted by the U.S.
Securities and Exchange Commission from Rule 14e-5 under the Securities
Exchange Act of 1934, as amended, make certain purchases of, or arrangements
to purchase, Nobel Biocare shares from shareholders of Nobel Biocare who are
willing to sell their Nobel Biocare shares outside the Offer from time to
time, including purchases in the open market at prevailing prices or in
private transactions at negotiated prices. Danaher or its respective affiliate
will disclose promptly any information regarding such purchases of Nobel
Biocare shares in Switzerland and the United States through the electronic
media, if and to the extent required under applicable laws, rules and
regulations in Switzerland.
United Kingdom
Communication about the offer is directed only at persons in the U.K. who (i)
have professional experience in matters relating to investments, (ii) are
persons falling within article 49(2)(a) to (d) («high net worth companies,
unincorporated associations, etc.») of The Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
«relevant persons»). Such communication must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to
which such communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
Australia and Japan
The Offer will not be addressed to shareholders of Nobel Biocare whose place
of residence, seat or habitual abode is in Australia or Japan, and such
shareholders may not accept the Offer.
Forward Looking Statements
Statements in this release that are not strictly historical, including
statements regarding the proposed acquisition, the expected timetable for
completing the transaction, future financial and operating results, benefits
and synergies of the transaction, future opportunities for the combined
businesses 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 U.S. 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 risks and uncertainties
related to, among other things: general economic conditions and conditions
affecting the industries in which Danaher and Nobel Biocare operate; the
uncertainty of regulatory approvals; the parties' ability to satisfy the
tender offer and merger agreement conditions and consummate the transaction;
Danaher's ability to successfully integrate Nobel Biocare's operations and
employees with Danaher's existing business; the ability to realize anticipated
growth, synergies and cost savings; and Nobel Biocare's performance and
maintenance of important business relationships. Additional information
regarding the factors that may cause actual results to differ materially from
these forward-looking statements is available in Danaher's SEC filings,
including Danaher's 2013 Annual Report on Form 10-K and Quarterly Report on
Form 10-Q for the second quarter of 2014. These forward-looking statements
speak only as of the date of this release and Danaher 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.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an
offer to sell registered shares. Shareholders of Nobel Biocare are urged to
read the offer documents, which are available at www.danaher.com.
SOURCE Danaher Corporation
Website: http://www.danaher.com
Contact: Investor Inquiries: Matthew E. Gugino, Vice President, Investor
Relations, Danaher Corporation, Telephone: (202) 828-0850, Fax: (202)
828-0860; Media Inquiries: James Acheson-Gray, Managing Director, APCO
Worldwide, Telephone: +44 772 520 6970, Email: jagray@apcoworldwide.com
-0- Sep/15/2014 05:00 GMT