Danaher To Buy Nobel Biocare Holding For CHF 17.10 Per Share

(RTTNews) - Diversified machinery maker Danaher Corp. (DHR) has reached a definitive transaction deal with Nobel Biocare Holding AG (NBHGF.PK), under which Danaher or one of its direct or indirect units would begin a tender offer for Nobel Biocare's publicly held registered shares in an all-cash deal worth about $2.2 billion. Danaher said the deal is likely to widen its global market presence in the dental industry and allow Nobel Biocare to accelerate its strategic objectives and future growth.

As part of the transaction agreement, Danaher would commence a voluntary all-cash public tender offer of 17.10 Swiss francs per Nobel Biocare share to buy all of Nobel Biocare's publicly held registered shares. The pre-announcement of the public tender offer is published today. The offer prospectus is likely 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.

Nobel Biocare would be a part of Danaher's $2.2 billion Dental division and complements Danaher's position in the implant industry.

Nobel Biocare's board has urged that its shareholders accept and tender their shares into the offer, that represents a premium of nearly 23% to Nobel Biocare's closing price on July 28, 2014, the day before market speculation began relating to 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 may close in late 2014 or early 2015.