Danaher Corporation and Tektronix Inc. jointly announced November 16 that Raven Acquisition Corporation, an indirect wholly owned subsidiary of Danaher Corporation, has successfully purchased all of the shares tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Tektronix common stock at $38.00 per share, net to the seller in cash without interest.
The tender offer and withdrawal rights expired at 11:59 p.m., New York City time, on November 15. According to the depositary for the offer, a total of 69,958,316 shares of common stock of Tektronix were tendered and not withdrawn prior to the expiration of the offer (including 6,422,045 shares delivered pursuant to the guaranteed delivery procedures). Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $38.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer, Danaher, through Raven Acquisition Corp., now owns approximately 83 percent of the outstanding shares of Tektronix common stock.
Danaher also announced that Raven has commenced a subsequent offering period which will expire at 11:59 p.m., New York City time on Tuesday, November 20, 2007, unless extended. During this subsequent offering period, holders of shares of Tektronix common stock who did not previously tender their shares into the offer may do so and Raven will promptly purchase any shares so tendered at $38.00 per share, net to the seller in cash without interest. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.
After the subsequent offering period, Danaher will acquire all of the remaining outstanding shares of Tektronix common stock by means of a merger under Oregon law. In this merger, Raven will merge with and into Tektronix and Tektronix will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Tektronix's outstanding common stock will be cancelled and (except for shares held by Danaher or Raven and certain restricted shares) will be converted into the right to receive $38.00 per share, net to the seller in cash without interest. Thereafter, Tektronix's common stock will cease to be traded on the NYSE.
If Danaher, through Raven, owns at least 90 percent of the outstanding shares of Tektronix common stock after the subsequent offering period (which would be the case if substantially all shares tendered pursuant to the guaranteed delivery procedures are delivered), the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Oregon law.
Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries – as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, computing and advanced technologies. Headquartered in Beaverton, Ore., Tektronix has operations in 19 countries worldwide.
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