Skip to content
NYSEDHR
Danaher Announces That Swiss Takeover Board Clears Recommended Offer for Leica Shares
PRNewswire-FirstCall
WASHINGTON

Danaher Corporation Edelweiss Holdings ApS ("Edelweiss") has received confirmation from the Swiss Takeover Board ("TOB") that its recommended public takeover offer for Leica Geosystems Holdings Ltd ("Leica"), as published on July 28, 2005, complies with the Swiss takeover regulations.

The TOB however recommended that Edelweiss waive or partially waive two of the conditions to which the offer is subject. These conditions currently allow Edelweiss to withdraw from its offer if Leica carries out certain trades in its own shares (condition c contained in Section 2.6 of Edelweiss' offer prospectus) or undertakes frustrating actions prohibited by the Swiss takeover rules (first sentence of condition e). The TOB also recommended that the financing of the transaction be clarified and that certain additional information be provided as to the number of Danaher shares held by the two principal shareholders of Danaher Corporation, Edelweiss' parent company. Finally, the TOB recommended that the key points of a tax ruling that Edelweiss has applied for in connection with the offer be disclosed, if and when obtained.

Edelweiss intends to follow the recommendations of the TOB. To do so, it intends to publish a supplement to the Offer prospectus on August 12, 2005. The supplement will be published in German in the NZZ and in French in Le Temps. The supplement will also be sent to the electronic media. The Offer Period will now end on Thursday August 25, 2005 at 4 p.m. CET unless extended or terminated.

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (http://www.danaher.com/)

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. Reference is made to the Offer prospectus and supplement by and on the terms of which the Offer is being made. Terms and expressions defined in the Offer prospectus apply in this announcement unless otherwise stated. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Statements in this document regarding the proposed transaction between Leica and Danaher, the expected timetable for completing the transaction and any other statements about future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the ability to consummate the transaction and the other factors described in Danaher's Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report filed with the SEC. Danaher disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this release.

SOURCE: Danaher Corporation

CONTACT: Andy Wilson, Vice President, Investor Relations, Danaher
Corporation, +1-202-828-0850, Fax: +1-202-828-0860, In Zurich: Steven Loepfe
of Peter Butikofer & Company AG, +41-44-447-12-12, Fax: +41-44-447-12-92