Danaher Prices Common, Convertible Preferred Stock Offerings

Danaher Corporation (NYSE:DHR) (“Danaher”) announced today that it has priced concurrent offerings of 11,000,000 shares of common stock at a price to the public of $123.00 per share and 1,500,000 shares of 4.75% Series A Mandatory Convertible Preferred Stock at a price to the public of $1,000 per share (the offerings). The underwriters have separate 30-day options to purchase up to an additional 1,100,000 shares of common stock, and up to an additional 150,000 shares of mandatory convertible preferred stock. The offerings are scheduled to be completed on March 1, 2019, subject to customary closing conditions.

The net proceeds from the common stock offering and the mandatory convertible preferred stock offering will be approximately $1.31 billion and $1.45 billion, respectively (or approximately $1.44 billion and $1.60 billion, respectively, if the underwriters exercise their options in full), 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. The offerings are being made by means of separate preliminary prospectus supplements and are not contingent upon each other, nor are they contingent upon the consummation of the acquisition. 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 are acting as representatives of the underwriters and joint book-running managers for the offerings. Credit Suisse and HSBC are also serving as joint book-running managers for the offerings.

Unless earlier converted or redeemed, each share of mandatory convertible preferred stock will automatically convert on April 15, 2022 (subject to postponement for certain market disruption or other events) into between 6.6368 and 8.1300 shares of Danaher’s common stock, subject to certain customary anti-dilution adjustments.

Dividends on the mandatory convertible preferred stock will be payable on a cumulative basis when, as and if declared by Danaher’s board of directors, at an annual rate of 4.75% on the liquidation preference of $1,000 per share. If declared, these dividends will be paid in cash or, subject to certain limitations, in shares of Danaher’s common stock or in a combination of cash and shares of Danaher’s common stock, at Danaher’s election, on January 15, April 15, July 15and October 15 of each year, commencing on July 15, 2019, and continuing to, and including, April 15, 2022.

https://www.biospace.com/article/releases/danaher-announces-pricing-of-common-stock-offering-and-mandatory-convertible-preferred-stock-offering/