SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Kollmorgen Corporation
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(Name of Subject Company)
Danaher Corporation
King DC Acquisition Corp.
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(Name of Filing Person - Offeror)
Common Stock, Par Value $2.50 Per Share
and Associated Preferred Share Purchase Rights
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(Title of Class of Securities)
500440102
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(CUSIP Number of Class of Securities)
Patrick W. Allender
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Senior Vice President and Chief Financial Officer
Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
Telephone: (202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER
CHIEF FINANCIAL OFFICER
(202) 828-0850
DANAHER CORPORATION ANNOUNCES AGREEMENTS TO ACQUIRE
KOLLMORGEN CORPORATION AND WARNER ELECTRIC MOTION BUSINESSES
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Washington, D.C., May 4, 2000 -- Danaher Corporation (NYSE:DHR) announced
today that it has entered into a definitive merger agreement with Kollmorgen
Corporation (NYSE:KOL) to acquire all of its outstanding shares at a cash price
of $23 per share. The transaction has a total value of approximately $325
million including assumption of debt. The Directors of both companies have
approved the merger agreement.
Kollmorgen Corporation, headquartered in Waltham, Massachusetts, is a $260
million revenue global leader in providing high performance electronic motion
control equipment, systems and service to industrial, commercial, aerospace and
defense customers worldwide. Motion products include brush and brushless motors,
servo systems, drives and electronic controls. Kollmorgen is also the premier
designer and supplier of advanced submarine periscope systems.
George M. Sherman, President and Chief Executive Officer of Danaher,
stated, "Kollmorgen, with its premier reputation for technology and innovative
solutions for the motion control industry, represents a key addition to our
rapidly growing motion platform. We are excited by the prospects of adding
Kollmorgen's capabilities to those of our existing businesses."
Gideon Argov, Chairman, President and Chief Executive Officer of
Kollmorgen, stated,"We cannot imagine a better strategic partner than Danaher
Corporation, whose leadership in process and environmental controls perfectly
complements Kollmorgen's leadership in high performance electronic motion
control products and systems. We believe this important transaction will not
only deliver significant value to our shareholders but significantly benefit the
customers and employees of both our Industrial & Commercial and Aerospace &
Defense businesses. I personally look forward to working closely with George
Sherman and his colleagues on the Danaher team to complete the transaction and
achieve a smooth and seamless transition."
Under the merger agreement, Danaher will commence a tender offer for
Kollmorgen's outstanding shares, which will be subject to certain conditions,
including at least a two-thirds majority of Kollmorgen's outstanding shares, on
a fully diluted basis, being tendered without withdrawal prior to the expiration
of the offer, and clearance of the transaction under applicable antitrust laws
and other governmental agencies' regulations being obtained.
All stockholders should read the tender offer statement concerning the
tender offer that will be filed by Danaher, and the solicitation/recommendation
statement that will be filed by Kollmorgen, with the Securities and Exchange
Commission (SEC) and mailed to stockholders. These statements will contain
important information that stockholders should consider before making any
decision regarding tendering their shares. Stockholders will be able to obtain
these statements in due course, as well as other filings containing information
about Danaher and Kollmorgen, without charge, at the SEC's internet site
(www.sec.gov). Copies of the tender offer and the solicitation/recommendation
statements and other SEC filings can also be obtained, without charge, from
Danaher's Corporate Secretary.
Danaher Corporation also announced today that it has entered into an
agreement to acquire, for cash, the motion control businesses of Warner Electric
Company (Warner) for
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$144 million. Warner's $160 million revenue motion control operations include
the company's linear products group with principal operations in Marengo,
Illinois and Wolfschlugen, Germany and the company's motors and control group
based in Bristol, Connecticut and Charlotte, North Carolina. Warner's motion
products include stepper motors, synchronous motors and linear actuation
components and systems serving a wide range of commercial and industrial
markets, including factory automation, material handling and medical
applications. Warner's brake and clutch operations were not part of the
transaction.
The Warner transaction has been unanimously recommended by an independent
committee of Danaher's Board of Directors and is subject to certain closing
conditions and customary regulatory approvals. Warner Electric's principals
include Steven and Mitchell Rales, Danaher's Chairman of the Board and Chairman
of the Executive Committee, respectively.
Mr. Sherman stated, "The Warner motion product offering closely complements
both our motion component and motion solution offerings and provides broader
access to several key targeted markets. With Kollmorgen and Warner Motion, we
will double the size of our strategic motion platform."
Kollmorgen Corporation is one of the major worldwide manufacturers of high
performance electronic motion control products and systems. (www.kollmorgen.com)
Danaher Corporation is a leading manufacturer of Process/Environmental
Controls and Tools and Components. (www.danaher.com)
