Exhibit 2
PACIFIC
SCIENTIFIC NEWS RELEASE
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620 Newport Center Drive, Suite 700
Newport Beach, California 92660-8007
(714) 720-1714 Fax (714) 720-1083
FOR IMMEDIATE RELEASE
Contacts: For Danaher For Pacific Scientific:
Corporation: Winston Hickman or Chuck Burgess/Joele
Patrick W. Allender Chief Financial Officer Frank
Chief Financial 714-720-1714 Abernathy MacGregor
Officer Frank
202-828-0850 212-371-5999
DANAHER CORPORATION TO ACQUIRE PACIFIC SCIENTIFIC
FOR $30.25 PER SHARE IN CASH
Washington D.C. and Newport Beach, CA, February 2, 1998 -- Danaher Corporation
(NYSE:DHR) and Pacific Scientific Company (NYSE: PSX) announced today that
Danaher will acquire Pacific Scientific in an all-cash transaction in which
Pacific Scientific shareholders will receive $30.25 per share. The transaction
has a total value, including the Pacific Scientific debt to be assumed by
Danaher, of approximately $460 million. Pursuant to the terms of the definitive
merger agreement, a subsidiary of Danaher intends to promptly commence a cash
tender offer for Pacific Scientific stock. Any shares not purchased in the
tender offer will be acquired in a merger for $30.25 per share in cash.
The directors of Pacific Scientific have unanimously approved the Danaher
transaction and recommend that Pacific Scientific shareholders accept the
Danaher offer and tender their shares.
"We are pleased with the combination of Danaher and Pacific Scientific,"
George M. Sherman, President and Chief Executive Officer of Danaher
Corporation, said. "The businesses Danaher will be acquiring represent
attractive strategic opportunities for our process/environmental controls
segment."
Lester Hill, Chairman and Chief Executive Officer of Pacific Scientific, said,
"I'm very excited that our board and management have fulfilled their promise to
deliver full value for shareholders. The global strength of Danaher will allow
worldwide customers to enjoy the premium perfor-
-more-
mance of Pacific Scientific products while accelerating our improvement process
to enhance quality, manufacturing efficiency, and superior customer service."
The completion of the transaction is subject to customary conditions, including
Hart-Scott-Rodino regulatory approval. The purchase of shares in the tender
offer is subject to, among other things, the valid tender of Pacific Scientific
stock representing at least 90% of the outstanding shares. If this condition is
met, the tender offer will be completed and Pacific Scientific will be merged
with a wholly owned subsidiary of Danaher, and all Pacific Scientific
shareholders, including those who have not tendered their shares, will receive
$30.25 per share in cash. Pacific Scientific also expects to schedule a special
meeting of its shareholders to vote upon the proposed acquisition by Danaher. In
the event the minimum condition of the tender offer is not satisfied prior to
the special meeting, the transaction may otherwise be approved by a vote of a
simple majority of the Pacific Scientific shares outstanding at the special
meeting. If so approved, Pacific Scientific would be merged with a wholly owned
subsidiary of Danaher, and all Pacific Scientific shareholders would receive
$30.25 per share in cash.
BancAmerica Robertson Stephens, Pacific Scientific's financial advisor, has
delivered to Pacific Scientific's directors its opinion that the consideration
to be received by Pacific Scientific's common shareholders in the Danaher tender
offer and merger is fair to shareholders from a financial point of view. The
full text of BancAmerica Robertson Stephens' fairness opinion will be included
in Pacific Scientific's Schedule 14D-9 and Pacific Scientific shareholders are
referred thereto.
Pacific Scientific Company is an international business that designs,
manufactures and markets motion control, process control and safety equipment.
Danaher is a leading manufacturer of Tools and Components, and
Process/Environmental Controls.
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