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The Message from DANAHER June 10, 2015 |
Forward Looking Statements Statements in this presentation that are not strictly historical, including statements regarding the proposed acquisition of Pentagon, the expected timetable for completing the acquisition, future financial and operating results, benefits and synergies of the acquisition, future opportunities for the combined businesses, the anticipated separation of the Company into two independent companies, the expected timetable for completing the separation, future financial and operating performance of each company, benefits and synergies of the separation, strategic and competitive advantages of each company, the leadership of each company, future opportunities for each company and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: economic conditions affecting the industries in which Danaher's businesses and Pentagon operate, the uncertainty of regulatory approvals, Danaher's and Pentagon's ability to satisfy the merger agreement conditions and consummate the transaction on a timely basis or at all, Danaher's ability to successfully integrate Pentagon's operations and employees with Danaher's existing business, the ability to realize anticipated growth, synergies and cost savings from the acquisition, Pentagon's performance and maintenance of important business relationships, Danaher's ability to satisfy the necessary conditions to consummate the separation on a timely basis or at all, Danaher's ability to successfully separate the two companies and realize the anticipated benefits from the separation, the maintenance of important business relationships, deterioration of or instability in the economy, the markets we serve and the financial markets, the impact of our restructuring activities on our ability to grow, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our ability to successfully identify, consummate and integrate appropriate acquisitions and successfully complete divestitures and other dispositions, contingent liabilities relating to acquisitions and divestures, our ability to close the anticipated merger of our Communications business with NetScout, Inc. and achieve the desired benefits of that transaction, our compliance with applicable laws and regulations (including regulations relating to medical devices and the healthcare industry) and changes in applicable laws and regulations, our ability to effectively address cost reductions and other changes in the healthcare industry, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, the impact of our debt obligations on our operations and liquidity, our relationships with and the performance of our channel partners, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, labor matters, international economic, political, legal, compliance and business factors, disruptions relating to man-made and natural disasters, security breaches or other disruptions of our information technology systems and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2014 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2015. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise. |
Welcome to Danaher! We value your past efforts, the company you've built and the customer relationships you've developed. We're excited to have you on our team. We look forward to working and growing with you! |
Overview About Danaher Our Portfolio with Pall Our Values Danaher Business System (DBS) Success stories - acquisitions and innovation The weeks ahead What you can expect from Danaher |
Danaher with Pall Founded in 1984 Headquartered in Washington, DC New York Stock Exchange Ticker: DHR Global team of ~57,400 associates (including Pall) Danaher 2014 Revenue: $16.5B* Life Sciences $2.5B Diagnostics $4.8B Water Quality $2.0B Product ID $1.6B Pall $2.8B Dental $2.9B * Reflects aggregate revenues from constituent businesses (including with respect to "Future Danaher," Pall) for the respective, most recently completed fiscal year. Pall revenues are based on 2014 FYE ended July 31, 2014. Includes $0.7B of annual revenues for Nobel Biocare and $0.2B of annual revenues for Devicor, each of which was acquired in December 2014. You are joining other fantastic companies |
Our Core Values The Best Team Wins Customers Talk, We Listen Kaizen is Our Way of Life Innovation Defines our Future We Compete for Shareholders |
Danaher Business System Don't Translate This Art THE BEST TEAM WINS INNOVATION DEFINES OUR FUTURE PEOPLE PLAN PROCESS PERFORMANCE QUALITY INNOVATION CUSTOMERS CUSTOMERS TALK, WE LISTEN DANAHER KAIZEN IS OUR WAY OF LIFE WE COMPETE FOR SHAREHOLDERS |
DBS Toolkit Today Don't Translate This Table DBS FUNDAMENTALS Voice of the customer Value stream mapping Standard work Transactional process improvement Kaizen basics 5S Problem solving process Visual and daily management GROWTH LEAN LEADERSHIP Dream Develop Deliver Reliability Transactional Operations Business process Leadership development Associate development Breakthrough ideation / open innovation Speedy Design Review (SDR) Inside sales Reliability PD boot Camp Transactional lean conversion and Daily Mgmt. Lean conversion Strategic Planning Executive champion orientation Introduction to DBS Customer segmentation Accelerated product development Value selling Customer defect tracking and resolution Production sales inventory Set-up reduction GM Policy Deployment * Leadership and organization communications* Training and facilitation Demand generation Toll Gate #2 kaizen Sales force initiative Supplier quality management Value analysis/ value engineering Production preparation process Acquisition Integration Developing growth leaders * Crucial conversations Lean software design Pricing margin management Design for reliability Just in time accounting Total productive manufacturing Risk assessment * Financial acumen Project management Price leakage kaizen Failure mode effects analysis Accounts receivable best practices Danaher materials process (Includes kanban) Leveraging your impact * Recruiting and selection Product life cycle management Product life cycle management Quality system basics Accounts payable best practices Heijunka ID, developing and communications* DBS leader boot camp Intellectual property process Strategic negotiations Customer service and support DBS compliance for medical device manufacturing Energy conservation kaizen Advanced talent assessment * DBS leader continuing education Product planning group Search engine optimization Personal review and team inspection Sourcing workshop and supply base management Variation reduction kaizen Adjusting your leadership style * Development for growth User experience design Pay per click kaizen Commodity management Measurement system analysis Situational leadership DBS tool certification (MBB) On-Line nurturing kaizen Supply chain and logistics best practices Driving the Danaher culture Change management Positioning and Messaging Kaizen Lean supply chain (Strategic supplier productivity) Leading multiple P and Ls Leadership essentials oWhat's unique about DBS tools? -Integrated and improved over time -Smart usage - pick for highest impact -Velocity of implementation -Commitment to use - everybody's job -Shared across Danaher companies -* = Class in DHR Leadership Program |
Core Value Drivers Customer Quality On-Time Delivery Associate Internal Fill Rate Turnover Shareholder Core Growth OMX Cash Flow / Working Capital Turnover Return on Invested Capital How we measure our success |
Why is Danaher an exciting opportunity? Markets: Leading positions and outstanding global brands well positioned within markets with strong growth vectors IP / Technology: Highly technical, rich IP environment provides opportunity for continued innovation leadership People: DBS culture provides framework for continuous learning and professional development. Committed associates with great depth of insight into customers, markets and products Growth opportunities: Well capitalized company provides organic and inorganic investment opportunities and resultant growth for both associates and customers |
Water Quality Acquisition Success Water testing equipment for municipal and industrial customers WATER QUALITY PLATFORM Technology to test, analyze and treat ultra-pure, waste, ground, ocean and drinking water 1999 TODAY Revenue: ~$125M 30% Other 70% North America Operating Margin: High teens Associates ~550 Products Acquisitions Research and Development Sales and Marketing Geographic Footprint Revenue: ~$2.0B 25% HGMs 5% Other 20% Europe 50% North America Operating Margin: ~25% Associates ~6,800 Products Growth investments made a good company even better ... still improving! |
Focus in the Coming Weeks Stay focused on serving customers well Leverage the acquisition as an opportunity for growth Be open to new ideas Get to know Danaher and our formula for success |
What You Can Expect from Danaher - In the Coming Months Ongoing interaction, communication and engagement from Danaher and Pall leaders Until close: Danaher and Pall will continue to operate separately Danaher will not be involved in Pall's day-to-day business activities Start planning transition activities Upon close: From a publicly traded company to a wholly-owned subsidiary Will run as a stand-alone operating company within Danaher, retaining the Pall brand Changes in financial reporting |
What You Can Expect from Danaher - After Close First 100 days Pall leadership immersed in DBS Pall leadership will work with Danaher to update your Strategic Plan 3 to 5 year planning horizon Focused on growing the business, defining opportunities around costs and investments |
Communication Lines are Open It's normal to feel apprehension, uncertainty and mistrust Danaher has done this before, but each situation is unique We don't have it all figured out yet For now, there are more questions than answers, but we will keep lines of communication open Communication is a two-way street and we welcome your questions and feedback |
Danaher |
ADDITIONAL INFORMATION ABOUT THE MERGER A meeting of the shareholders of Pall will be announced to obtain shareholder approval of the proposed transaction. Pall intends to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Pall and will contain important information about the proposed transaction and related matters. PALL'S SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PALL, DANAHER AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Pall with the SEC at the SEC's website at www.sec.gov, at Pall's website at www.pall.com or by sending a written request to pall, Attn: Investor Relations, 25 Harbor Park Drive, Port Washington, NY, 11050. Participants in the Solicitation Pall, Danaher and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of Pall in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Pall's shareholders in connection with the proposed transaction, and any interest they have in the proposed transaction, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding Danaher's directors and executive officers is included in Danaher's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 25, 2015 and the proxy statement for Danaher's 2015 Annual Meeting of Shareholders, filed with the SEC on March 27, 2015. Additional information regarding Pall's directors and executive officers is included in Pall's Annual Report on Form 10-K for the fiscal year ended July 31, 2014, filed with the SEC on September 8, 2014 and the proxy statement for Pall's 2014 Annual Meeting of Shareholders, filed with the SEC on October 31, 2014. |
Pall Corporation Better Lives. Better Planet. SM Pall Corporation agrees to be acquired by Danaher Corporation June 10, 2015 2015 Pall Corporation |
What was announced on May 13, 2015? Pall agreed to be acquired by Danaher for $127.20 per share in an all-cash transaction that values the company at $13.8 billion Separately, Danaher announced its intention to split into two independent companies Pall, in its entirety, will fit within the "new" Danaher, a $16.5 billion revenue company focused on science and technology |
Who is the "new" Danaher? 2014 Financials Revenue $16.5 bb* Gross Margin >50% OP Margin Mid-teens % Rev. Aftermarket 60% Revenue Breakdown Product ID 10% Diagnostics 28% Life Sciences 15% Pall Life Sciences 9% Pall Industrial 8% Water Quality 12% Dental 18% Leadership Thomas P. Joyce Jr., President and CEO Daniel L. Comas, Executive Vice President and CFO Company Characteristics +MSD organic revenue growth Market leading positions and outstanding brands Resilient business models with large installed base and significant aftermarket exposure Attractive margin profile with runway to improve Anticipated Capital Structure Strong investment grade credit rating M and A primary focus of capital deployment * Reflects aggregate revenues from constituent businesses (including Pall) for the respective, most recently completed fiscal year. Pall revenues are based on 2014 FYE ended July 31, 2014. Includes $0.7 bb of annual revenues for Nobel Biocare which was acquired in December 2014. |
How does Pall fit with Danaher? Danaher values strong global brands with good growth opportunities as well as solid gross margins with strong consumable streams Pall has created a strong global brand and leadership position in filtration and separation sciences, with a strong growth profile and attractive consumables focused business model Pall provides Danaher with a solid foundation in the attractive filtration and separations market to continue to invest and build upon, both organically and inorganically Danaher provides Pall with its proven management and business system to accelerate our improvement |
How does this impact you? Business as usual until this transaction closes Continue to execute against our BU strategies Achieve our Customer First company-wide objectives via the specific business unit and site initiatives Pall will continue as a stand-alone brand under the new Danaher umbrella Danaher is a world class company - one of the best Opportunity to grow within one of the best |
What's next? The transaction is expected to close by the end of calendar 2015, after customary regulatory approvals and approval by Pall's shareholders Over the next few months, we do expect increasing interaction with Danaher; we will pass along updates as important information becomes available throughout the process For now, our strategy remains unchanged; we remain a standalone company until the transaction closes |
What is the external communication protocol? If contacted by customers, suppliers or partners, share the key messages. To assist, we are preparing: Draft generic letters you can customize FAQ and other communication tools If contacted by media, investors or other third-parties please refer them to: Brent Jones brent_jones@pall.com 516-801-9871 |
Company Values Pall's Core Values establish principles of ethical behavior: Customer First is not a slogan; it is how we treat them. We strive to be the Most Agile to meet customer needs before others do. Our Stakeholder relationships are all built upon Mutual Respect. The success of Pall Corporation depends on a culture of Personal Responsibility and Full Accountability. Absolute Integrity is the cornerstone of our company and THE rule for how we do business. CULTURE OF ABSOLUTE INTEGRITY CUSTOMER FIRST MUTUAL RESPECT FULL ACCOUNTABILITY PERSONAL RESPONSIBILITY MOST AGILE A reminder... |
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