Sybron Dental - Danaher (M&A)

Sybron Dental Specialties (SYD)
Danaher Corp. (DHR)
$2B Cash Tender Offer

Summary

Tools conglomerate buys dental products company

For $47 per share; $2B total

SYD stock chart DHR stock chart

Background to the Merger

Announced 4.12.06

Closed 5.16.06

Advisors

Financial

SYD: Credit Suisse / Hughes Hubbard

Legal

DHR: Wachtell
SYD: Quarles & Brady

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Offer

1.1 The Offer
1.2 Company Actions
1.3 Directors

Article II Merger

2.1 The Merger
2.2 Effective Time
2.3 Effects of the Merger
2.4 Certificate of Incorporation and Bylaws
2.5 Directors
2.6 Officers
2.7 Conversion of Common Shares
2.8 Conversion of Purchaser Common Stock
2.9 Options; Restricted Shares; ESPP
2.10 Stockholders Meeting
2.11 Merger Without Meeting of Stockholders

Article III Dissenting Shares; Payment for Shares

3.1 Dissenting Shares
3.2 Payment for Common Shares
3.3 Certificates; Withholding; Lost Certificates

Article IV Company Representations and Warranties

4.1 Organization and Qualification; Subsidiaries
4.2 Capitalization; Subsidiaries
4.3 Authority Relative to this Agreement and Related
Matters

4.4 No Conflict; Required Filings and Consents
4.5 SEC Reports and Financial Statements
4.6 Undisclosed Liabilities; Absence of Certain Changes

4.7 Environmental Matters
4.8 Compliance with Applicable Laws
4.9 Material Contracts

4.10 Litigation
4.11 Information
4.12 Employee Benefit Plans
4.13 Labor Matters
4.14 Intellectual Property
4.15 Taxes

4.16 Insurance
4.17 Relationships with Customers, Suppliers, Distributors
and Sales Representatives
4.18 Rights Agreement
4.19 Product Recalls
4.20 Brokers
4.21 Opinion of Financial Advisor

Article V Parent - Purchaser Representations

5.1 Organization and Qualification
5.2 Authority Relative to this Agreement
5.3 No Conflict; Required Filings and Consents

5.4 Information
5.5 The Purchaser
5.6 Litigation
5.7 Cash Availability

Article VI Covenants

6.1 Conduct of the Company
6.2 No Solicitation
6.3 Access to Information; Confidentiality
6.4 Reasonable Best Efforts
6.5 Public Announcements
6.6 Indemnification; Insurance
6.7 Notification of Certain Matters
6.8 Rights Agreement
6.9 State Takeover Laws
6.10 Parent Agreement Concerning Purchaser
6.11 Rule 16b-3 Actions
6.12 Company Subsidiaries
6.13 Conveyance Taxes
6.14 Standstill Agreements; Confidentiality Agreements
6.15 Employee Benefit Plans and Agreements

Article VII Closing Conditions

7.1 Conditions

Article VIII Termination, Amendments; Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Amendment
8.5 Extension; Waiver

Article IX Miscellaneous

9.1 Non-Survival of Representations and Warranties
9.2 Entire Agreement; Assignment
9.3 Severability

9.4 Notices
9.5 Governing Law; Jurisdiction
9.6 Descriptive Headings; Interpretation

9.7 Counterparts
9.8 Parties in Interest
9.9 Certain Definitions

9.10 Enforcement; Forum; Waiver of Jury Trial
Index - Defined Terms

Other Agreements

Merger agreement

Offer to purchase

Confidentiality agreement (Includes standstill provisions)

By-law amendment (Board special meeting notification)

Rights agreement amendment

Schedule TO filings

Schedule TO 4.18.06

Schedule 14D-9 fiings

Schedule 14D-9 4.12.06
Schedule 14D-9 4.19.06

Letter to stockholders

Deal Protection

No shop covenant

Merger agreement §6.2

Break-up fee

$59mm, plus out-of-pocket expenses
Agreement §8.3

Regulatory Approvals

HSR Act

Merger agreement §6.4

Tax Matters

Disclosure

Proxy statement disclosure

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