Beckman Coulter, Danaher enter merger agreement

Biomedical testing company Beckman Coulter (Brea, CA) and products and services manufacturer Danaher (Washington, DC) have entered into a definitive merger agreement, under which Beckman Coulter will become part of Danaher's Life Sciences & Diagnostics segment. The transaction is valued at approximately $6.8 billion, which includes debt assumed and net of cash acquired.

Slated for completion during the first half of 2011, the transaction is structured as a tender offer for all outstanding shares of Beckman Coulter followed by a merger. Approval of the transaction by Danaher shareholders is not required.

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PRESS RELEASE

Danaher to Acquire Beckman Coulter, Inc.

PR Newswire

ORANGE COUNTY, Calif., Feb. 7, 2011

ORANGE COUNTY, Calif., Feb. 7, 2011 /PRNewswire-FirstCall/ -- Beckman Coulter, Inc. (NYSE: BEC), a leading developer, manufacturer and marketer of products that simplify, automate and innovate complex biomedical testing, and Danaher, a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers, announced today that they have entered into a definitive merger agreement under which Danaher will acquire all of Beckman Coulter's outstanding common stock for $83.50 per share in cash (without interest), representing an approximate 45% premium over the closing price of Beckman Coulter's common stock on December 9, 2010 before rumors of an acquisition entered the marketplace.  The transaction is valued at approximately $6.8 billion, including debt assumed and net of cash acquired.

An affiliate of Danaher is expected to commence a tender offer (the "Offer") for all of Beckman Coulter's outstanding common stock within the next seven business days and will remain open for a minimum of 20 business days following commencement of the Offer.  The Offer is expected to be conditioned upon, among others, at least a majority of the outstanding Beckman Coulter shares being tendered, as well as the satisfaction of other customary conditions.  The transaction is structured as a tender offer for all outstanding shares of Beckman Coulter followed by a merger.  Approval of the transaction by Danaher shareholders is not required.  The transaction is expected to be completed in the first half of 2011.  

Bob Hurley, Beckman Coulter's President and Chief Executive Officer, said, "Following a very comprehensive and competitive process, the Board of Directors voted unanimously to accept Danaher's proposal.  We believe this transaction maximizes Beckman Coulter shareholder value while strengthening the company's position as a leader in biomedical testing to the benefit of our customers and their healthcare patients around the world. Our company's rich history, strong brand, broad product portfolio and long-standing customer relationships are major sources of value in the transaction, enabling us to leverage our global commercial infrastructure and installed base to expand opportunities in both mature and emerging markets around the world.  Longer term, we will have significant opportunities to leverage our relationships across our large installed base of automated systems in hospital laboratories with that of Danaher."  

Beckman Coulter would become part of Danaher's Life Sciences & Diagnostics segment, joining Danaher's Leica, AB Sciex, Radiometer and Molecular Devices businesses. 

Danaher's President and CEO, H. Lawrence Culp, Jr., said, "Beckman Coulter is an iconic company with a great brand, broad reach and technology leadership; well positioned in the markets it serves.  Beckman provides an excellent complement to our existing Life Sciences & Diagnostics businesses.  Being part of Danaher, Beckman associates will have the opportunity to leverage the power of the Danaher Business System, including the processes by which Danaher accelerates growth through new product innovation and driving sales, marketing and service, as well as its strength in continuously expanding margins."

Advisors

Goldman, Sachs & Co. is acting as financial advisor to Beckman Coulter in connection with the transaction.  Latham & Watkins, LLP is serving as legal counsel to Beckman Coulter in connection with the transaction. 

Investor Webcast Event

Danaher will host a conference call to discuss the transactions on February 7, 2011 at 8:30 AM ET.  The U.S. dial-in number is 800-967-7134; the international dial-in number is 719-325-2490; with reference ID Code 3770892. A telephone replay will be available by dialing 888-203-1112 in the US; and 719-457-0820 internationally; with ID Code 3770892. The replay will be available through February 14, 2011. The conference call and replay will also be available via webcast in the Investor section of www.danaher.com

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.

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Posted by Lee Mather

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