X-Rite Announces Agreement for Danaher to Acquire Company for $5.55 per Share
April 10 2012 - 7:00AM
Business Wire
X-Rite, Incorporated (NASDAQ:XRIT) today announced that it has
signed a definitive merger agreement with Danaher (NYSE: DHR) under
which Danaher will acquire the company for $5.55 per share in cash,
or a total of approximately $625 million including the assumption
of debt, net of cash. The transaction was unanimously approved by
the X-Rite Board of Directors.
The cash tender offer of $5.55 per share is expected to commence
within 5 business days. This offer represents a premium of 39% over
X-Rite’s closing share price of $4.00 on April 9, 2012, the last
trading day prior to the announcement. Certain stockholders
representing approximately 68% of the voting power of X-Rite’s
outstanding shares intend to tender their shares into the
offer.
Thomas J. Vacchiano Jr., X-Rite’s Chief Executive Officer said,
“Joining Danaher enhances X-Rite’s ability to achieve our growth
goals while realizing a significant and immediate all-cash premium
for X-Rite stockholders. Danaher’s global scale, market presence
and resources will allow X-Rite to accelerate our growth,
particularly for our key strategic initiatives like PantoneLIVE and
Appearance solutions. As part of Danaher, X-Rite will be able to
expand our access to new markets and complementary
technologies.”
Upon completion of the transaction, X-Rite, headquartered in
Grand Rapids, Michigan, will operate as a stand-alone company
within Danaher’s Product Identification group which is a part of
their Industrial Technology Segment. X-Rite’s existing management
team will continue to hold key senior leadership positions at the
Company following the close of the transaction. X-Rite will
continue to do business under its existing X-Rite, Pantone and
other leading brands.
Vacchiano continued, “Our commitment to our customers,
employees, partners and local communities remains unchanged. We
expect X-Rite customers and employees to benefit from our being
part of a larger, stronger company focused on growth and innovation
and which shares our passion for retaining, developing and
recruiting the best talent available.”
The transaction is subject to regulatory approval and customary
closing conditions. It is expected to close during the second
quarter of 2012.
Centerview Partners acted as financial advisor to X-Rite and
Winston & Strawn LLP served as legal advisor to X-Rite.
About X-Rite
X-Rite is a global leader in color science and technology. The
Company, which includes design industry color leader Pantone LLC,
develops, manufactures, markets and supports innovative color
solutions through measurement systems, software, color standards
and services. X-Rite's expertise in inspiring, selecting,
measuring, formulating, communicating and matching color helps
users get color right the first time and every time, which
translates to better quality and reduced costs. X-Rite serves a
range of industries, including printing, packaging, photography,
graphic design, video, automotive, paints, plastics, textiles,
dental and medical. For further information, please visit
http://www.xrite.com.
Forward-looking Statements
Some of the statements in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the Securities
Exchange Act of 1934. These statements are related to future
events, other future financial performance or business strategies,
and may be identified by terminology such as "may," "will,"
"should," "expects," "scheduled," "plans," "intends,"
"anticipates," "believes," "estimates," "potential," or "continue,"
or the negative of such terms, or other comparable terminology.
These statements are only predictions and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. In
evaluating these statements, you should specifically consider the
factors discussed in filings with the Securities and Exchange
Commission, including the annual report on Form 10-K for the year
ended December 31, 2011 and periodic reports on Form 8-K. Do not
rely on any forward-looking statement, as X-Rite cannot predict or
control many of the factors that ultimately may affect its ability
to achieve the results estimated. X-Rite makes no promise to update
any forward-looking statement, whether as a result of changes in
underlying factors, new information, future events or
otherwise.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is not an offer to purchase or a solicitation
of an offer to sell securities of X-Rite. The planned tender offer
by Danaher for all of the outstanding shares of common stock of
X-Rite has not been commenced. On commencement of the tender offer,
Danaher will mail to X-Rite shareholders an offer to purchase and
related materials and X-Rite will mail to its shareholders a
solicitation/recommendation statement with respect to the tender
offer. Danaher will file its offer to purchase with the Securities
and Exchange Commission (the "SEC") on Schedule TO, and X-Rite will
file its solicitation/recommendation statement with the SEC on
Schedule 14D-9. X-Rite shareholders are urged to read these
materials carefully when they become available, since they will
contain important information, including terms and conditions of
the offer. X-Rite shareholders may obtain a free copy of these
materials (when they become available) and other documents filed by
Danaher or X-Rite with the SEC at the website maintained by the SEC
at www.sec.gov. These materials also may be obtained (when they
become available) for free by contacting the information agent for
the tender offer (when one is selected).
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