Filed by Envista Holdings Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Danaher Corporation
Commission File No.:001-08089
![LOGO](https://capedge.com/proxy/425/0001193125-19-293566/g806800image001.jpg)
November 15, 2019
Dear Envista Employees,
You are receiving this email because you are a Danaher equity award holder located in China and your equity transactions are subject to China’s State Administration of Foreign Exchange (China SAFE).
You are currently registered under Danaher’s China SAFE and will be able to exercise any vested Danaher stock options through December 12, 2019 (subject to all Danaher and Envista policies).
As of the date of settlement of Danaher’s exchange offer of its shares of Envista common stock for shares of Danaher common stock, which is currently expected to occur on December 18, 2019, your Danaher equity awards will be converted to Envista equity awards per the separate equity communication you should have received. After the conversion, you will be able to exercise any vested Envista stock options, subject to all Envista policies; however, you will not be able to receive proceeds until the China SAFE is approved for the Envista equity plan, which is expected to be in the first quarter of 2020.
If you have any questions, please contact Tony Xu or Amanda Devery.
****************************************************
FORWARD-LOOKING STATEMENTS
This communication contains certain statements about Danaher Corporation (“Danaher”) and Envista Holdings Corporation (“Envista”) that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Danaher’s and Envista’s respective businesses, the economy and other future conditions. In addition, the forward-looking statements contained in this communication may include statements about the expected effects on Danaher and Envista of the exchange offer, the anticipated timing and benefits of the exchange offer, Danaher’s and Envista’s anticipated financial results, and all other statements in this communication that are not historical facts.
Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully in Danaher’s and Envista’s respective periodic reports filed from time to time with the Securities and Exchange Commission (the “SEC”), the registration statement on FormS-4 and FormS-1 filed by Envista (the “Registration Statement”), including a prospectus (the “Prospectus”) forming a part thereof, the tender offer statement on Schedule TO filed by Danaher (the “Schedule TO”) and other exchange offer documents filed by Envista or Danaher, as applicable, with the SEC. Such uncertainties, risks and changes in circumstances could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and