UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

 

(Amendment No. 6)

BECKMAN COULTER, Inc.

(Name of Subject Company)

 

DANAHER CORPORATION

(Names of Filing Persons — Offeror)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

 

075811109

(Cusip Number of Class of Securities)

 

Jonathan P. Graham

Senior Vice President - General Counsel

James F. O’Reilly

Associate General Counsel and Secretary

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C.  20037-1701

 

(202) 828-0850

 (Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

 

Trevor S. Norwitz, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York  10019-6150

Telephone:  (212) 403-1000

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.     ¨

 

 

This Amendment No. 6 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2011, as amended on March 2, 2011, March 9, 2011, March 23, 2011, April 18, 2011 and April 20, 2011, and is filed by (i) Djanet Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), and (ii) Danaher.  The Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Beckman Coulter, Inc., a Delaware corporation (“Beckman Coulter”), at a price of $83.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 15, 2011 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 and 4.      Summary Term Sheet; Terms of the Transaction

Item 1 and Item 4 ((a)(iii)) of the Schedule TO are hereby amended and supplemented as follows:

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction” and in Section 1—“Terms of the Offer” is hereby amended and supplemented by inserting the following paragraph:

“On May 31, 2011, Purchaser announced an extension of the expiration of the Offer until 5:00 p.m., New York City time, on Friday, June 24, 2011, unless further extended. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of Monday, June 6, 2011, and Danaher, Purchaser and Beckman Coulter have mutually agreed to this extension of the Offer.

The transaction is subject to the satisfaction of customary closing conditions, including the Antitrust Condition. Danaher expects the Antitrust Condition to be satisfied upon receipt of regulatory approval from the European Commission, which clearance is anticipated to be received on or about June 16, 2011. On May 6, 2011, the European Commission confirmed receipt of the notification submitted by Danaher and the Company. Under the EC Merger Regulation, the European Commission has 25 business days, or until June 16, 2011, to review the transaction; provided that this period may be extended. 

Danaher continues to anticipate that the Offer and the Merger will close in June 2011.

The Depositary has indicated that, as of 4:00 p.m., New York City time, on May 31, 2011, approximately 25,376,215 Shares had been validly tendered and not withdrawn pursuant to the Offer. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(G).”

Item 12.                 Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

“(a)(5)(G)              Press Release issued by Danaher Corporation on May 31, 2011.”

 

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:   May 31, 2011

Djanet Acquisition Corp.

By:  /s/ Daniel A. Raskas                                                                                                                                                                  

         Name: Daniel A. Raskas
         Title: Vice President

Danaher Corporation

By:  /s/ Daniel A. Raskas                                                                                  
         Name: Daniel A. Raskas
         Title: Senior Vice President – Corporate Development

 

EXHIBIT INDEX

 

*              Previously filed.

**           Filed herewith.