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WASHINGTON, Aug. 16 /PRNewswire-FirstCall/ -- Danaher Corporation ("Danaher") acknowledges the announcement yesterday by Hexagon AB ("Hexagon") of a revised offer for Leica Geosystems Holdings AG ("Leica").
Danaher confirms that its CHF500 per share all cash offer for Leica remains open for acceptance.
Danaher believes it is important for Leica shareholders to consider the following points in assessing the real value of Hexagon's revised offer:
-- Hexagon's revised offer depends considerably on the uncertain value of
Hexagon's shares.
Hexagon has offered for each Leica share CHF440 in cash plus 5 Hexagon
B shares that it valued in its announcement at CHF133, based on
Hexagon's 12 August 2005 closing share price of SEK159 per share.
However, the actual value of the Hexagon shares offered to Leica
shareholders is uncertain and unpredictable. It is important to note
that the 12 August share price is 10% higher than the Hexagon closing
share price on 10 June the day preceding their initial offer for Leica
(SEK144), 5% higher than the 15 August closing share price of SEK152
and 8% higher than the average closing share price over the last thirty
days of SEK147.
Given the illiquidity of the Hexagon shares (discussed below), it is
not clear that the trading price of the shares represents their actual
value. Even if the trading price did reflect the actual value of the
Hexagon shares, Hexagon's valuation is based on a pre-announcement
trading price that does not reflect the terms and impact of the
proposed transaction, including, inter alia, the items discussed below.
-- The market for Hexagon shares is illiquid, which also raises questions
about the actual value of Hexagon shares.
In the twelve months before Hexagon launched its initial offer for
Leica, the average daily trading volume in Hexagon shares was
approximately 42,000 shares, representing just 0.1% of Hexagon's share
capital. The Hexagon shares proposed to be issued to Leica
shareholders represent 298 days' trading, based on this average.
It is not clear that the market capacity for Hexagon shares will
provide sufficient liquidity for any considerable purchases or sales of
Hexagon shares. The lack of a strong, liquid trading market for
Hexagon shares also raises questions about the actual value of Hexagon
shares.
-- Following completion of the offer, Hexagon will be highly leveraged.
Based on the 30 June 2005 balance sheets of Leica and Hexagon, Danaher
estimates that (excluding any proceeds from a disposal of Hexagon's
Automation division) Hexagon would have net borrowings of around CHF1.6
billion if its offer were to succeed. This is roughly the same amount
as its current market capitalization and would represent a debt-to-
total book capitalization ratio for the combined companies of
approximately 68%. These borrowings would represent a multiple of
approximately 5.3 times Hexagon and Leica's pro forma earnings before
depreciation, interest and tax (EBITDA) for the twelve months ended 30
June 2005 (based on the reported numbers excluding exceptional items
for Leica and Hexagon and before adjusting for any proceeds from a
disposal of the Automation Division of Hexagon). Even assuming that
Hexagon were to successfully consummate its proposed CHF400-500 million
rights issue following the offer, Hexagon would still have leverage of
approximately 3.7-4.0 times pro forma EBITDA, calculated on the same
basis.
In Hexagon's 15 August 2005 presentation, Hexagon purports to show what
its shares could be worth should its multiple re-rate towards the
multiples of two industry peers, Trimble Navigation and Faro
Technologies. This analysis should be seriously questioned, as both
Trimble and Faro are not nearly as leveraged and therefore have
different risk profiles and enjoy greater strategic flexibility than
would a combined Hexagon-Leica organization.
Leica shareholders should question (1) how this leverage is taken into
account in Hexagon's forecasts of future performance, (2) whether
Hexagon's lenders have imposed obligations on Hexagon to reduce its
bank debt and the timetable for such reductions, and (3) the adverse
effect that the proposed acquisition and the leverage may have on
Hexagon's dividend policy.
-- Hexagon has not disclosed how a failure to consummate the proposed
rights offering would impact its ongoing operations following the offer
or the adverse consequences associated with a successful completion of
the rights offering.
Hexagon has not indicated how a failure to consummate the proposed
rights offering would impact ongoing operations following the offer.
Hexagon has stated that it intends to carry out a rights issue of
CHF400-500 million following the offer. To avoid dilution, Leica
shareholders would effectively be required to reinvest up to CHF37 per
Leica share into newly issued Hexagon shares in the rights issue. This
effectively reduces the cash element of Hexagon's proposed offer to
around CHF403-410 per share.
Leica shareholders should understand (1) the extent to which existing
Hexagon shareholders support a rights issue, (2) whether Hexagon's
lenders have imposed a fixed timeline for consummation of such a rights
issue, (3) the implications for Hexagon's ongoing business if the
proposed rights issue were to fail, and (4) the terms and potential
dilutive effect of the proposed rights issue if it were to succeed.
-- The purported value of Hexagon's revised offer is based substantially
on future promises.
Hexagon's presentation includes pro forma forecasts for 2005, 2006 and
2007 but does not disclose any underlying, supporting data. Moreover,
it does not appear that any of these forecasts or any of the underlying
valuation metrics have been independently verified.
Leica shareholders should understand the assumptions that underpin the
value of Hexagon's revised offer and assess whether these assumptions
can be substantiated. In addition, Leica shareholders should closely
scrutinise Hexagon's plans for achieving its forecasted growth,
synergies and re-rating given the leverage proposed for the enlarged
group and the risks inherent in integrating such a large acquisition.
-- Leica shareholders are receiving Hexagon B shares with reduced voting
rights. Messrs Schorling and Sundqvist will continue to control
Hexagon.
Were Hexagon's offer to succeed, Leica shareholders would own a 17.9%
economic interest in Hexagon, but only a 12.7% voting interest. Messrs
Schorling and Sundqvist will continue to control Hexagon due to
ownership of Hexagon A shares, each of which carries 10 times the
voting rights of a B share.
Leica shareholders should understand why Hexagon has not offered Leica
shareholders voting rights proportional to their proposed economic
ownership in Hexagon.
Notes:
(1) Exchange rate of CHF1:SEK5.9956 used as assumption throughout
(2) Hexagon's shareholdings were extracted from its Public Tender Offer
document for Leica dated 27 June 2005
(3) Trading data for Hexagon's shares has been extracted from Datastream
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 Danaher offer or otherwise. Reference is made to the Danaher offer prospectus and supplement by and on the terms of which the Danaher offer is being made. Terms and expressions defined in the Danaher 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.
DATASOURCE: Danaher Corporation
CONTACT: Andy Wilson, Vice President, Investor Relations of Danaher
Corporation, +1-202-828-0850, Fax: +1-202-828-0860; or In Zurich: Steven
Loepfe of Peter Butikofer & Company AG, +41-44-447-12-12, Fax:
+41-44-447-12-92
Web site: http://www.danaher.com/