Filed by Envista Holdings Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission FileNo.: 001-08089
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November 15, 2019
Dear Envista Employees,
Today, we begin the next step in Envista’s journey to becoming a standalone, publicly traded company. As you recall, Danaher is currently Envista’s largest shareholder, owning about 80% of Envista’s common stock. In a press release today, Danaher announced that it is offering its shareholders the choice to exchange shares of their Danaher common stock for shares of Envista common stock currently held by Danaher. This transaction is commonly referred to as a “split off exchange offer.”
Following the completion of this exchange offer, Danaher will no longer have any ownership interest in Envista. Danaher executives that previously had been appointed to the Envista Board of Directors, with the exception of Dan Daniel and Daniel Raskas, will step down from the board.
Danaher shareholders may choose to tender all, some, or none of their shares in exchange for Envista shares (subject to the terms of the exchange offer). More information about the exchange offer can be found here. Shareholders have until December 13th to decide whether they wish to participate in the exchange offer (unless the offer period is extended or terminated for any reason).
This exchange offer may affect you if are participant in certain Danaher stock-based compensation plans and/or are a Danaher shareholder. Read on for further information and see a list of FAQs here.
If you own Danaher common stock in abrokerage account or other investment account (including shares acquired from RSUs that have vested):
| • | | You have the choice to participate in the exchange offer |
| • | | You will receive additional information from your bank or broker explaining the exchange offer and the actions you need to take if you wish toopt-in |
If you participate in the US401(k) plan:
| • | | Immediately following the completion of thesplit-off, you will begin to participate in the Envista 401(k) and future contributions will go into this plan instead of the Danaher 401(k). |