26-May-2015 - Danaher

Danaher To Acquire Pall Corporation

Danaher Corporation announced that it has entered into a definitive merger agreement with Pall Corporation pursuant to which Danaher will acquire all of the outstanding shares of Pall for $127.20 per share in cash, or a total enterprise value of approximately $13.8 billion, including assumed debt and net of acquired cash.  

Pall is a global provider of filtration, separation and purification solutions that remove contaminants or separate substances from a variety of solids, liquids and gases. 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 customers in the fast-growing biopharmaceutical market, as well as food & beverage and medical end markets. The Industrial segment serves customers in the process technologies, aerospace and microelectronics markets.

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. Danaher estimates the Pall acquisition will be approximately $0.40 accretive to non-GAAP, adjusted diluted net earnings per share in 2016, excluding non-cash amortization, purchase accounting and transaction expenses. 

Danaher expects to finance the transaction primarily with available cash and proceeds from the issuance of debt or new credit facilities.

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