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Danaher Announces Closing Of Common Stock Offering And Mandatory Convertible Preferred Stock Offering

WASHINGTON, March 1, 2019 /PRNewswire/ -- Danaher Corporation (DHR) ("Danaher") announced today that it has closed concurrent offerings of 12,100,000 shares of common stock at a price to the public of $123.00 per share and 1,650,000 shares of 4.75% Series A Mandatory Convertible Preferred Stock at a price to the public of $1,000 per share (the offerings). These offerings were made by means of separate prospectus supplements and were not contingent on each other. The amounts sold include 1,100,000 shares of common stock and 150,000 shares of Mandatory Convertible Preferred Stock issued pursuant to the exercise in full of the separate options granted to the underwriters in each of the respective offerings to purchase additional shares.

The net proceeds from the common stock offering and the Mandatory Convertible Preferred Stock offering were approximately $1.44 billion and $1.60 billion, respectively (which includes the proceeds of the exercise in full of the underwriters' options to purchase additional shares in the respective offerings), in each case after deducting issuance costs and discounts.

Danaher intends to use the net proceeds from the offerings to fund a portion of the purchase price of its pending acquisition of the Biopharma business of GE Life Sciences and to pay related fees and expenses.  If for any reason the acquisition is not completed, Danaher expects to use the net proceeds from the offerings for general corporate purposes.

Barclays and Goldman Sachs & Co. LLC acted as representatives of the underwriters and joint book-running managers for the offerings. Credit Suisse and HSBC also served as joint book-running managers for the offerings. Citigroup also served as a senior co-manager for the offerings, and J.P. Morgan, BofA Merrill Lynch, Morgan Stanley, MUFG, RBC Capital Markets and Wells Fargo Securities served as co-managers for the offerings.

The offerings were made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission. Each offering was made only by means of a prospectus supplement relating to such offering and the accompanying base prospectus. An electronic copy of each prospectus supplement, together with the accompanying prospectus, is available on the SEC's website at www.sec.gov. Alternatively, copies of each prospectus supplement and accompanying prospectus relating to either offering can be obtained by contacting: Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, 1-888-603-5847, Barclaysprospectus@broadridge.com; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (212) 902-1171, facsimile: (212) 902-9316, email: prospectus-ny@ny.email.gs.com; or Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010, tel: 1-800-221-1037, e-mail: usa.prospectus@credit-suisse.com; or HSBC Securities (USA) Inc., 452 Fifth Avenue, New York, NY, USA 10018, Attention: Prospectus Department, toll-free: 877-429-7459, email: ny.equity.syndicate@us.hsbc.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the common stock, the Mandatory Convertible Preferred Stock or any other securities, nor shall there be any offer, solicitation or sale of any security mentioned in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

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 has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher's globally diverse team of approximately 71,000 associates is united by a common culture and operating system, the Danaher Business System, and our Shared Purpose, Helping Realize Life's Potential.

FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including the statements regarding the completion of the proposed acquisition, the anticipated use of proceeds and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking statements" within the meaning of the federal securities laws.  There are a number of important factors that could cause actual events 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. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the prospectus supplements related to the offerings and in Danaher's other SEC filings, including Danaher's 2018 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and except as required by law, 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.

 

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