Exhibit (a)(9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated May 22, 2001, and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being made to all
holders of Shares. The Purchaser (as defined below) is not aware of any state or
jurisdiction where the making of the Offer or the acceptance of the Shares is
prohibited by any applicable law. If the Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of Shares
pursuant thereto, the Purchaser will make a good faith effort to comply with
such statute or seek to have such statute declared inapplicable to the Offer.
If, after such good faith effort, the Purchaser cannot comply with such state
statute, the Offer will not be made to nor will tenders be accepted from or on
behalf of the holders of Shares in such state. In any jurisdiction where the
securities, "blue sky" or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Lifschultz Industries, Inc.
by
Saltwater Acquisition Corp.
an indirect, wholly-owned subsidiary of
Danaher Corporation
at
$22.80 Net per Share
Saltwater Acquisition Corp., a Delaware corporation (the "Purchaser") and
an indirect, wholly-owned subsidiary of Danaher Corporation, a Delaware
corporation ("Danaher"), is offering to purchase all of the issued and
outstanding shares of common stock, par value $0.001 per share (the "Shares"),
of Lifschultz Industries, Inc., a Delaware corporation (the "Company"), at a
purchase price of $22.80 per Share, net to the seller in cash, without interest
thereon and less any required withholding taxes, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 22, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer").
Stockholders who tender directly to the Depositary (as defined below) will not
be obligated to pay brokerage fees or commissions or, subject to Instruction 6
of the Letter of Transmittal, stock transfer taxes, if any, on the purchase of
Shares by the Purchaser pursuant to the Offer. Stockholders who hold their
Shares through a broker or bank should consult that institution as to whether it
charges any service fees or commissions.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, JUNE 19, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration date of the Offer a number of
Shares which represents at least a majority of the total number of outstanding
Shares on a fully-diluted basis on the date of purchase. As used herein, "fully
diluted basis" means the number of Shares then outstanding, plus all Shares
issuable upon the conversion of any then outstanding convertible securities or
upon the exercise of any then outstanding options, warrants or rights.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. As promptly as practicable following consummation of
the Offer and after satisfaction or waiver of all conditions to the Merger (as
defined below) set forth in the Merger Agreement (as defined below), the
Purchaser intends to acquire the remaining equity interest in the Company not
acquired in the Offer by consummating the Merger.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of May 15, 2001, by and among Danaher, the Purchaser and the Company (the
"Merger Agreement"). The Merger Agreement provides, among other things, for the
making of the Offer by the Purchaser, and further provides that, following the
completion of the Offer, upon the terms and subject to the conditions of the
Merger Agreement, and in accordance with the Delaware General Corporation Law
("GCL"), the Purchaser will be merged with and into the Company (the "Merger").
Following the effective time of the Merger (the "Effective Time"), the Company
will continue as the surviving corporation (the "Surviving Corporation") and
become an indirect, wholly-owned subsidiary of Danaher, and the separate
corporate existence of the Purchaser will cease. At the Effective Time, each
Share issued and outstanding immediately prior to the Effective Time (other than
(1) Shares held by Danaher, the Purchaser, any wholly-owned subsidiary of
Danaher or the Purchaser, in the treasury of the Company or by any wholly-owned
subsidiary of the Company, which Shares, by virtue of the Merger, will be
canceled and retired and will cease to exist with no payment being made with
respect thereto, and (2) Shares, if any, held by stockholders who have properly
exercised appraisal rights under Section 262 of the GCL) will, by virtue of the
Merger and without any action on the part of the holders of the Shares, be
converted into the right to receive in cash the per Share price paid in the
Offer, payable to the holder thereof, without interest, upon surrender of the
certificate formerly representing such Share, less any required withholding
taxes. If Purchaser, together with Danaher, acquires, pursuant to the Offer, at
least a majority of the then issued and outstanding Shares, which is a condition
to closing the Offer, Purchaser will have sufficient voting power to approve the
Merger without the approval of any other stockholders, either at a meeting of
stockholders or by written consent without a meeting. If Purchaser, together
with Danaher, acquires, pursuant to the Offer, at least 90% of the then issued
and outstanding Shares, Purchaser intends to effect the Merger without a vote of
the Company's stockholders pursuant to Section 253 of the GCL. The Merger
Agreement is more fully described in Section 11 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (1) DETERMINED THAT THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER
AND THE MERGER, ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS, (2) APPROVED THE OFFER AND THE MERGER AND ADOPTED THE
MERGER AGREEMENT IN ACCORDANCE WITH THE GCL, AND (3) RECOMMENDS THAT THE
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO
THE OFFER.
Simultaneously with entering into the Merger Agreement, Danaher and the
Purchaser also entered into a Stockholders' Agreement with certain stockholders
of the Company (each, a "Principal Stockholder") pursuant to which each
Principal Stockholder agreed to (1) tender or cause to be tendered in the Offer
all Shares owned of record or (with certain exceptions) beneficially by such
Principal Stockholder, and (2) vote or cause to be voted all Shares owned of
record or (with certain exceptions) beneficially by such Principal Stockholder
in favor of the Merger Agreement and the Merger and against any alternative
acquisition proposal. Together, the Principal Stockholders, as of May 15, 2001,
owned or had voting and investment control over 478,189 Shares, or approximately
42% of the outstanding Shares.
Houlihan Valuation Advisors ("Houlihan"), the Company's financial advisor,
has delivered to the Company its written opinion, dated May 15, 2001, that, as
of that date and based on and subject to the assumptions and limitations
described in the opinion, the cash consideration to be paid in the Offer and the
Merger is fair, from a financial point of view, to the Company's disinterested
stockholders. A copy of the written opinion of Houlihan is contained in the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission in connection with the Offer, a copy of which
is being furnished to the Company's stockholders concurrently with the Offer to
Purchase.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to SunTrust
Bank (the "Depositary") of the Purchaser's acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payments
from Purchaser and transmitting such payments to the tendering stockholders
whose Shares have been accepted for payment. Under no circumstances will
interest on the purchase price for Shares be paid by the Purchaser, regardless
of any extension of the Offer or any delay in making such payment. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of (1) certificates
representing such Shares, or timely confirmation of a book-entry transfer of
such Shares into the Depositary's account at the Book-Entry Transfer Facility
(as defined in the Offer to Purchase) pursuant to the procedures set forth in
Section 3 of the Offer to
Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in
connection with a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase), and (3) any other documents required by the Letter of
Transmittal. Accordingly, tendering stockholders may be paid at different times
depending upon when certificates for, or confirmation of a book-entry transfer
with respect to, the Shares are actually received by the Depositary.
Subject to the provisions of the Merger Agreement and the applicable rules
and regulations of the Securities and Exchange Commission (the "SEC"), the
Purchaser reserves the right, in its sole discretion, to waive any or all
conditions to the Offer (other than the Minimum Condition (as defined in the
Offer to Purchase)) and to make any other changes in the terms and conditions of
the Offer. Subject to the provisions of the Merger Agreement and the applicable
rules and regulations of the SEC, if, by the Expiration Date, any or all of the
conditions to the Offer have not been satisfied, the Purchaser reserves the
right (but will not be obligated) to (1) terminate the Offer and return all
tendered Shares to tendering stockholders, (2) waive such unsatisfied conditions
(other than the Minimum Condition) and purchase all Shares validly tendered, or
(3) extend the Offer, and, subject to the terms of the Offer (including the
rights of stockholders to withdraw their Shares), retain the Shares which have
been tendered, until the termination of the Offer, as extended.
Subject to the provisions of the Merger Agreement and the applicable rules
and regulations of the SEC, the Purchaser expressly reserves the right, in its
sole discretion, at any time and from time to time, and regardless of whether or
not any of the events set forth in Section 14 of the Offer to Purchase have
occurred or have been determined by the Purchaser to have occurred, to (1)
extend the period of time during which the Offer is open and thereby delay
acceptance for payment of, and payment for, any Shares, by giving oral or
written notice of such extension to the Depositary, and (2) amend the Offer in
any respect permitted by the Merger Agreement by giving oral or written notice
of such amendment to the Depositary. Without limiting the foregoing, if, as of
the Expiration Date, all of the conditions to the Offer have been satisfied but
less than 90% of the outstanding Shares have been validly tendered and not
withdrawn in the Offer, the Purchaser shall have the right, in its sole
discretion, to extend the Offer from time to time for up to a maximum of ten
additional business days in the aggregate for all such extensions. In addition,
Purchaser may elect to provide a "subsequent offering period" in accordance with
Rule 14d-11 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
Any extension, delay, termination, waiver or amendment will be followed as
promptly as practicable by public announcement thereof to be made no later than
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not properly withdrawn will remain subject to the Offer, subject to
the rights of a tendering stockholder to withdraw such stockholder's Shares.
During a subsequent offering period, stockholders would not be able to withdraw
Shares previously tendered in the Offer and stockholders would not be able to
withdraw Shares tendered during the subsequent offering period. The SEC has
stated its view that the initial offering period of the Offer should remain open
generally for a minimum of five business days from the date information
regarding a subsequent offering period is first published, sent or given to
stockholders.
"Expiration Date" means 12:00 Midnight, New York City time, on Tuesday,
June 19, 2001, unless and until the Purchaser, in its sole discretion (but
subject to the terms and conditions of the Merger Agreement), has extended the
period during which the Offer is open, in which event the term "Expiration Date"
means the latest time and date at which the Offer, as so extended by the
Purchaser, will expire.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date, and, unless theretofore accepted for payment by
Purchaser pursuant to the Offer, may also be withdrawn at any time after July
20, 2001. For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of those Shares, if different from that of the
person who tendered such Shares. If certificates for the Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of the certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and the signatures on the
notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in the Offer to Purchase) unless such Shares have been tendered for the account
of an Eligible Institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer as set forth in Section 3 of the Offer to
Purchase, any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares, in which case a notice of withdrawal will be effective if delivered to
the Depositary by any method of delivery described in the second sentence of
this paragraph. All
questions as to the form and validity (including, without limitation, time of
receipt) of any notice of withdrawal will be determined by the Purchaser, in its
sole discretion, whose determination will be final and binding. None of the
Purchaser, Danaher, any of their affiliates or assigns, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification. Withdrawals of Shares
may not be rescinded. Any Shares properly withdrawn will thereafter be deemed
not to have been validly tendered for purposes of the Offer. However, withdrawn
Shares may be re-tendered at any time prior to the Expiration Date by following
one of the procedures described in Section 3 of the Offer to Purchase.
The receipt by a stockholder of cash for Shares pursuant to the Offer and
the Merger will be a taxable transaction for United States federal income tax
purposes, and may also be a taxable transaction under applicable state, local or
foreign tax laws. All stockholders are urged to consult with their own tax
advisors as to the particular tax consequences to them of the Offer and the
Merger.
The information required to be disclosed by paragraph (d)(1) of Rule l4d-6
under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided the Purchaser with the Company's stockholder list
and security position listing for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and other relevant materials will be mailed by the Purchaser to record holders
of Shares and furnished to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent as set forth below. Requests for copies of the Offer to Purchase and the
related Letter of Transmittal and all other tender offer materials may be
directed to the Information Agent, and copies will be furnished promptly at the
Purchaser's expense. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers, please call: (212) 269-5550
All others call toll-free: (800) 207-2872
May 22, 2001