Filed by: Danaher Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.: 001-08089
DANAHER ANNOUNCES FINAL RESULTS
OF ENVISTA EXCHANGE OFFER
Washington,
D.C., December 18, 2019 Danaher Corporation (NYSE: DHR) announced today the final results of its previously announced offer to holders of shares of Danaher common stock to exchange their shares of Danaher common stock for shares of
common stock of Envista Holdings Corporation (NYSE: NVST) owned by Danaher. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on December 13, 2019.
Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the exchange offer are as follows:
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Total number of shares of Danaher common stock validly tendered and not validly withdrawn: 304,607,504
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Shares validly tendered that were subject to proration: 303,682,229
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Odd-lot shares validly tendered that were not subject to
proration: 925,275
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Total number of shares of Danaher common stock accepted: 22,921,984
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Today, Danaher accepted 22,921,984 of the tendered shares in exchange for the 127,868,000 shares of Envista common stock owned by Danaher. Because the
exchange offer was oversubscribed, Danaher accepted only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned
fewer than 100 shares of Danaher common stock, or an odd-lot, who validly tendered all of their shares, were not subject to proration, in accordance with the terms of the exchange offer. All shares
validly tendered by eligible odd-lot stockholders have been accepted. The final proration factor of 7.2433% had been applied to all other validly tendered shares of Danaher common stock to
determine the number of such shares that were accepted.
Shares of Danaher common stock tendered but not accepted for exchange will be returned to the
tendering stockholders in book-entry form promptly. In addition, the exchange agent will promptly credit shares of Envista common stock for distribution in the exchange offer in book-entry form to accounts maintained by the Envista transfer agent
for tendering stockholders whose shares of Danaher common stock were accepted in the exchange offer. Checks in lieu of fractional shares of Envista common stock will be delivered after the exchange agent has aggregated all fractional shares and sold
them in the open market.