Danaher To Acquire Pall for $13.8 Billion

Pall Corporation, a provider of filtration, separation, and purification technologies,products and services, has agreed to be acquired by Danaher Corporation, a science and technology company serving the healthcare, environmental, and industrial markets, for $127.20 per share in cash, or $13.8 billion, including assumed debt and net of acquired cash. The transaction is subject to customary closing conditions, including approval by Pall shareholders and is expected to close in calendar 2015. Upon completion of the transaction, Pall will operate as a subsidiary in Danaher's portfolio and will maintain its brand.

In making the move to acquire Pall, Danaher also announced its plans to separate into two independent, publicly traded companies. One company, which will keep the Danaher name, will be a science and technology company and include Pall (upon completion of the acquisition) as well as Danaher’s existing Life Sciences & Diagnostics and Dental segments, Water Quality, and Product Identification platforms. Collectively, these Danaher businesses and Pall generated approximately $16.5 billion in revenues in their most recently completed fiscal years. The second company (NewCo) will be a diversified industrial growth company, with positions and brands in such areas as test and measurement, retail fueling, telematics, and automation. It will comprise Danaher’s Test & Measurement Instruments platform, including Matco, Gilbarco Veeder-Root, Automation and Sensors, as well as its other Specialty Industrial businesses. In the most recently completed fiscal year, this business generated $6.0 billion in revenues.

The transaction is expected to occur through a tax-free separation. The acquisition has been unanimously approved by the board of directors of each company, and the Pall board of directors has unanimously recommended that Pall shareholders approve the transaction. The merger is subject to customary conditions, including approval by Pall’s shareholders, receipt of applicable regulatory approvals, and the absence of a material adverse effect on Pall. The transaction is expected to be completed around the end of calendar year 2015

In its fiscal year ended July 2014, Pall generated consolidated revenues of $2.8 billion, with $1.5 billion from its Life Sciences segment and $1.3 billion from its Industrial segment. The Life Sciences segment serves the biopharmaceutical market, as well as food & beverage and medical end markets. The Industrial segment serves the process technologies, aerospace and microelectronics markets.

In commenting on the transaction, Danaher’s President and CEO, Thomas P. Joyce, Jr., said: “Pall is a highly attractive business, with approximately 75% recurring revenues, mid-single digit organic growth and a solid margin profile. Its best-in-class technology, combined with the broadest, most technically-advanced solutions, make it the premier brand in the filtration industry. Pall will provide us a leading business with significant runway for expansion and strengthens our life sciences position in the strategically-attractive, high-growth biopharmaceutical market. With the Danaher Business System as a foundation, Pall associates will have the tools to accelerate new product development and improve operational efficiency in the years to come. We look forward to welcoming the Pall team to Danaher.”

Source: Pall Corporation and Danaher Corporation

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