Danaher Snags Nobel Biocare For $2.2 Billion
Danaher To Acquire Nobel Biocare Holding AG For CHF 17.10 Per Share
Danaher Corporation announces all-cash tender offer for all publicly held registered shares of Nobel Biocare Holding AG ("Nobel Biocare") at a purchase price of CHF 17.10 per share, representing a total enterprise value of approximately $2.2 billion including debt assumed and net of cash acquired, recommended by Nobel Biocare's Board of Directors.
WASHINGTON, Sept. 15, 2014 /PRNewswire/ -- Danaher Corporation (NYSE:DHR) has entered into a definitive transaction agreement with Nobel Biocare Holding AG ("Nobel Biocare") (SIX Swiss Exchange: NOBN) pursuant to which Danaher Corporation or one of its direct or indirect subsidiaries ("Danaher") will commence a tender offer for all publicly held registered shares of Nobel Biocare in an all-cash transaction valued at approximately $2.2 billion. The deal is expected to widen Danaher's market presence in the global dental industry and allow Nobel Biocare to accelerate its strategic objectives and future growth.
Under the terms of the transaction agreement, Danaher will commence a voluntary all-cash public tender offer of CHF 17.10 per Nobel Biocare share to purchase all of Nobel Biocare's publicly held registered shares. The pre-announcement of the public tender offer is published today. The offer prospectus is expected to be published on or around October 1, 2014 and the offer period during which Nobel Biocare shareholders may tender their registered shares is expected to start on or around October 16, 2014. Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader and pioneer in the field of innovative implant-based dental restorations and currently serves customers in 80 markets globally. The Company's portfolio of solutions includes dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. In 2013, Nobel Biocare generated annual revenues of EUR 567 million (approximately $750 million based on 2013 calendar year-end exchange rates).
Nobel Biocare would become part of Danaher's $2.2 billion Dental segment and complements Danaher's position in the implant industry.
Henk van Duijnhoven, Senior Vice President of Danaher's Dental segment, said, "Nobel Biocare has a very strong track record as an innovator and leader in the attractive market for dental implant and prosthetic solutions. Bringing Nobel Biocare's deep expertise in implant dentistry, digital prosthetics and software together with our extensive knowledge in 3D imaging, intraoral scanning and digital restorative solutions will further enable us to optimize clinical workflows to the benefit of patients and dental practitioners. This combination will help us build a strong platform for future growth."
Danaher's President and CEO, Thomas P. Joyce, Jr., said, "Nobel Biocare's broad reach and leadership position make it one of the strongest global brands in the dental industry today. We believe that application of the Danaher Business System will provide Nobel Biocare with a unique opportunity to further accelerate growth, expand margins, strengthen its market presence and develop innovative solutions for dental patients and practitioners around the world."
The Nobel Biocare Board of Directors has recommended that Nobel Biocare shareholders accept and tender their shares into the offer, which represents a premium of approximately 23% to Nobel Biocare's closing price on July 28, 2014, the day before market speculation began regarding a potential sale of the Company, or 28% on the basis of the 60 day volume-weighted average price on that date. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The offer is expected to be completed in late 2014 or early 2015.
Danaher will host a conference call to discuss the transactions on September 15, 2014 at 8:30 a.m. ET. Access the call by dialing 888-686-9695 in the U.S. or +1-913-312-1451 internationally, and referencing Danaher's Conference Call (Conference ID 8605032). A telephone replay will be available by dialing 888-203-1112 in the U.S. or +1-719-457-0820 internationally, with Conference ID 8605032. The replay will be available through September 22, 2014. The conference call and replay will also be available via webcast on the Investor section of www.danaher.com.
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 have unparalleled leadership positions in some of the most demanding and attractive industries, including health care, environmental and communications. The company's globally diverse team of 66,000 associates is united by a common culture and operating system, the Danaher Business System. In 2013, Danaher generated $19.1 billion in revenue and its market capitalization exceeded $50 billion. For more information please visit www.danaher.com.
The public tender offer ("Tender Offer" or "Offer") will not be made, directly or indirectly, in any country or jurisdiction in which such Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Danaher Corporation or any of its affiliates to change or amend the terms or conditions of the Offer in any way, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Nobel Biocare by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer will be made for the registered shares of Nobel Biocare, a Swiss company, and is subject to Swiss disclosure requirements, which are different from those of the United States (U.S.). U.S. holders of Nobel Biocare shares are encouraged to consult with their own Swiss advisors in connection with the Offer.
The receipt of cash pursuant to the Offer by a U.S. holder of Nobel Biocare shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder of Nobel Biocare is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since the ultimate offeror may be, and Nobel Biocare is, located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Danaher and any of its affiliates and any advisor, broker or financial institution acting as an agent or for the account or benefit of Danaher may, subject to applicable Swiss and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the U.S. Securities and Exchange Commission from Rule 14e-5 under the Securities Exchange Act of 1934, as amended, make certain purchases of, or arrangements to purchase, Nobel Biocare shares from shareholders of Nobel Biocare who are willing to sell their Nobel Biocare shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Danaher or its respective affiliate will disclose promptly any information regarding such purchases of Nobel Biocare shares in Switzerland and the United States through the electronic media, if and to the extent required under applicable laws, rules and regulations in Switzerland.
Communication about the offer is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). Such communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which such communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia and Japan
The Offer will not be addressed to shareholders of Nobel Biocare whose place of residence, seat or habitual abode is in Australia or Japan, and such shareholders may not accept the Offer.
Forward Looking Statements
Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, are "forward-looking" statements within the meaning of the U.S. federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions 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. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Danaher and Nobel Biocare operate; the uncertainty of regulatory approvals; the parties' ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Danaher's ability to successfully integrate Nobel Biocare's operations and employees with Danaher's existing business; the ability to realize anticipated growth, synergies and cost savings; and Nobel Biocare's performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Danaher's SEC filings, including Danaher's 2013 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the second quarter of 2014. These forward-looking statements speak only as of the date of this release and 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.
This press release is neither an offer to purchase nor a solicitation of an offer to sell registered shares. Shareholders of Nobel Biocare are urged to read the offer documents, which are available at www.danaher.com.
SOURCE Danaher Corporation