Offer Document Posted

 

TIDMGTX 
 
RNS Number : 4119E 
Danaher Corporation 
18 December 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION (INCLUDING AUSTRALIA, CANADA AND JAPAN) OR ANY 
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
FOR IMMEDIATE RELEASE 
18 December 2009 
RECOMMENDED ALL CASH OFFER 
by LAUNCHCHANGE LIMITED 
a wholly-owned subsidiary of 
DANAHER CORPORATION 
for 
GENETIX GROUP PLC 
 
 
 
Launchchange Limited ("Launchchange") announces that the offer document ("Offer 
Document") in respect of the recommended cash offer for the entire issued and to 
be issued share capital of Genetix Group plc ("Genetix"), at an offer price of 
85p per share ("Offer") containing the full terms of, and conditions to, the 
Offer is being posted to Genetix shareholders today together with the Form of 
Acceptance. 
 
 
The Offer will remain open for acceptance until 1.00 p.m. on 8 January 2010. 
 
 
To accept the Offer in respect of Genetix Shares held in certificated form (that 
is, not in CREST), Genetix Shareholders should complete, sign and return the 
Form of Acceptance, which accompanies the Offer Document, together with 
their valid share certificate(s) and/or other document(s) of title, in 
accordance with the instructions contained therein and set out in the Offer 
Document, as soon as possible, and in any event, so as to be received by post or 
by hand (during normal business hours only) by Capita Registrars at Corporate 
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later 
than 1.00 p.m. on 8 January 2010. 
 
 
To accept the Offer in respect of Genetix Shares held in uncertificated form 
(that is, in CREST), Genetix Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in the Offer Document so that the TTE Instruction settles no later than 1.00 
p.m. on 8 January 2010. If you hold your Genetix Shares as a CREST Sponsored 
Member, you should refer to your CREST Sponsor as only your CREST Sponsor will 
be able to send the necessary TTE Instruction to CREST. 
 
 
The Offer Document and the Form of Acceptance will be available for inspection 
during normal business hours on any weekday (Saturdays, Sundays and public 
holidays excepted) at the office of Skadden, Arps, Slate, Meagher & Flom (UK) 
LLP at 40 Bank Street, Canary Wharf, London E14 5DS until the end of the Offer 
Period. A copy of the Offer Document is also available, subject to certain 
restrictions relating to persons in Restricted Jurisdictions, for inspection on 
Danaher's website at www.danaher.com during the course of the Offer. 
 
 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document. 
 
 
All references to time in this announcement are to London Time. 
 
 
+-----------------------------------+------------------------------------+ 
| Danaher                           | Tel. [phone]               | 
| (Investor & Media Relations)      |                                    | 
| Matt McGrew                       |                                    | 
|                                   |                                    | 
+-----------------------------------+------------------------------------+ 
| UBS Investment Bank               | Tel. [phone]              | 
| (Financial adviser to Danaher)    | Tel. [phone]              | 
| Liam Beere                        | Tel. [phone]              | 
| Thomas Onions                     |                                    | 
| Ewan Davis                        |                                    | 
|                                   |                                    | 
+-----------------------------------+------------------------------------+ 
| Financial Dynamics                | Tel. + 44 207 269 7205             | 
| (Genetix Investor & Media         | Tel. + 44 207 269 7169             | 
| Relations)                        |                                    | 
| Jonathan Birt                     |                                    | 
| Susan Quigley                     |                                    | 
+-----------------------------------+------------------------------------+ 
| Piper Jaffray                     | Tel: + 44 203 142 8700             | 
| (Financial adviser to Genetix)    | Tel: + 44 203 142 8700             | 
| Neil Mackison                     | Tel: + 44 203 142 8700             | 
| Tom Rider                         |                                    | 
| Graeme Smethurst                  |                                    | 
+-----------------------------------+------------------------------------+ 
 
 
 
 
This announcement does not constitute or form part of any offer or invitation to 
sell or purchase any securities or the solicitation of an offer to purchase, 
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, 
pursuant to the Offer or otherwise. The Offer will be made solely by the Offer 
Documentation which will contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted.  Please carefully read the 
Offer Documentation in its entirety before making a decision with respect to the 
Offer. 
In accordance with, and to the extent permitted by, applicable law, the Code and 
normal UK market practice, Launchchange or its nominees or brokers (acting as 
agents) or their respective affiliates may make, from time to time, certain 
purchases of, or arrangements to purchase, Genetix Shares, other than pursuant 
to the Offer, before or during the period in which the Offer remains open for 
acceptance. These purchases or arrangements to purchase may occur either in the 
open market at prevailing prices or in private transactions at negotiated prices 
and shall comply with all applicable laws of the United Kingdom, including the 
Code and the rules of the London Stock Exchange, and all applicable United 
States securities laws. In addition, in accordance with, and to the extent 
permitted by, normal UK market practice, all applicable laws of the United 
Kingdom, including the Code and the rules of the London Stock Exchange, and all 
applicable United States securities laws, UBS or its affiliates or separately 
identifiable departments will continue to act as exempt principal traders in 
Genetix Shares on the London Stock Exchange and may make purchases of, or 
arrangements to purchase, Genetix Shares other than pursuant to the Offer and 
engage in other purchasing or trading activities involving Genetix Shares and 
various related derivative transactions in the normal course of their business. 
Any information about such purchases will be disclosed on a next Business Day 
basis to the Panel and will be available from any Regulatory Information Service 
including the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com. To the extent that such information is made public 
in the United Kingdom, this information will also be publicly disclosed in the 
United States. 
UBS is acting exclusively for Danaher and no one else in connection with the 
Offer and will not be responsible to anyone other than Danaher for providing the 
protections afforded to clients of UBS or for providing advice in relation to 
the Offer, the contents of this announcement or any offer or arrangements 
referred to in this announcement or in the Offer Documentation. 
Piper Jaffray, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Genetix and no one else 
in connection with the Offer and will not be responsible to anyone other than 
Genetix for providing the protections afforded to the customers of Piper Jaffray 
or for providing advice in relation to the Offer, the contents of this 
announcement or any offer or arrangements referred to in this announcement or in 
the Offer Documentation. 
The Offer shall be made solely by Launchchange and neither UBS nor any of its 
affiliates are making the Offer. 
The Offer is for the securities of a corporation organised under the laws of 
England and Wales and is subject to the procedure and disclosure requirements of 
the United Kingdom, which are different from those of the United States.  The 
Offer is being made in the United States pursuant to all applicable United 
States' securities laws and otherwise in accordance with the requirements of the 
Code.  Accordingly, the Offer is subject to disclosure and other procedural 
requirements, including with respect to withdrawal rights, the offer timetable, 
settlement procedures and timing of payments that are different from those 
applicable under United States domestic tender offer procedures and laws. 
The distribution of this document in jurisdictions other than the United Kingdom 
or the United States may be restricted by the laws of those jurisdictions and 
therefore persons into whose possession this document comes should inform 
themselves about and observe any such restrictions. Failure to comply with any 
such restrictions may constitute a violation of the securities laws of any such 
jurisdiction.  To the fullest extent permitted by applicable law, the companies 
involved in the Offer disclaim any responsibility or liability for the violation 
of such restrictions by any person. 
Unless otherwise determined by Launchchange, the Offer is not being, and will 
not be, made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means (including, without limitation, electronic mail, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
communication) of interstate or foreign commerce of, or any facility of a 
national securities exchange of any Restricted Jurisdiction and will not be 
capable of acceptance by any such use, means or facility or from within any such 
Restricted Jurisdiction. Accordingly, unless otherwise determined by 
Launchchange, copies of this announcement and any documentation relating to the 
Offer are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in or into or from any Restricted 
Jurisdiction and persons receiving such documents (including custodians, 
nominees and trustees) must not mail or otherwise forward, distribute or send 
any such documents in or into or from any such Restricted Jurisdiction, as doing 
so may invalidate any purported acceptance of the Offer. Any person (including, 
without limitation, custodians, nominees and trustees) who would, or otherwise 
intends to, or who may have a contractual or legal obligation to, forward this 
announcement and/or the Offer Documentation and/or any other related document to 
any jurisdiction outside the United Kingdom or the United States should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
any relevant jurisdiction. Neither the SEC nor any US state securities 
commission has approved or disapproved the Offer or passed upon the adequacy or 
completeness of this document or the Offer Documentation. Any representation to 
the contrary is unlawful in the United States. 
This announcement has been prepared for the purposes of complying with English 
law and the Code and the information disclosed may not be the same as that which 
would have been disclosed if this announcement had been prepared in accordance 
with the laws and regulations of any jurisdiction outside of England. 
Forward-looking Statements 
This announcement, including information included in this announcement, contains 
"forward?looking statements" concerning Danaher and the Danaher Group and 
Genetix and the Genetix Group and their respective plans, objectives and 
expected performance, the Offer, the expected timetable for completing the 
Offer, future financial and operating results, benefits and synergies of the 
Offer for the Danaher Group and the Genetix Group, future opportunities and any 
other statements about Danaher or Genetix managements' future expectations, 
beliefs, goals, plans or prospects. These forward-looking statements can be 
identified by the use of forward?looking terminology, including the terms 
"believes", "projects", "estimates", "anticipates", "expects", "intends", 
"plans", "goal", "target", "aim", "may", "will", "would", "could", 
"should" 
or "continue" or, in each case, their negative or other variations or comparable 
terminology. Any statements that are not statements of historical fact should 
also be considered to be forward-looking statements. 
Forward?looking statements are not guarantees of future performance. Such 
statements relate to events and depend on circumstances that will occur in the 
future and are subject to risks, uncertainties and assumptions that could cause 
actual results or developments to differ materially from those expressed or 
implied by such forward?looking statements, including but not limited to the 
ability to consummate the Offer, the effect of the Offer on Danaher and Genetix, 
the ability of Danaher to successfully integrate Genetix's operations and 
employees, the ability to realise anticipated synergies and cost savings, 
Danaher's ability to realise the full value of Genetix's assets, future business 
combinations and dispositions, significant technological and market changes, 
changes in business and development plans, the enactment of legislation or 
regulation that may impose costs or restrict activities, the re-negotiation of 
contracts or licences, fluctuations in demand and pricing, fluctuations in 
exchange controls, changes in interest rates, exchange rates and tax rates, 
industrial disputes, labour relations and work stoppages, war and terrorism and 
other factors described from time to time in Danaher's reports filed with the 
SEC (including, but not limited to, Danaher's Annual Report on Form 10-K for the 
year ended 31 December 2008 and its Quarterly Report on Form 10-Q for the 
quarter ended 2 October 2009). 
Many of these risks and uncertainties relate to factors that are beyond the 
Danaher Group's ability to control or estimate precisely. Neither Danaher, 
Genetix nor Launchchange can give any assurance that such forward?looking 
statements will prove to have been correct. The reader is cautioned not to place 
undue reliance on these forward-looking statements, which speak only as of the 
date of this document. Neither Danaher, Genetix nor Launchchange undertakes any 
obligation to update or revise publicly any of the forward-looking statements 
set out herein, whether as a result of new information, future events or 
otherwise, except to the extent legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or 
estimate of the future financial performance of any member of the Danaher Group, 
the Genetix Group or the Enlarged Group following completion of the Offer unless 
otherwise stated. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Genetix, all "dealings" in any "relevant securities" of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 pm on the Business Day following the date of the relevant 
transaction. This requirement will continue until the date on which the Offer 
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise 
withdrawn or on which the "offer period" otherwise ends. If two or more persons 
act together pursuant to an agreement or understanding, whether formal or 
informal, to acquire an "interest" in "relevant securities" of Genetix, they 
will be deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Genetix by Danaher or Genetix, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon on the Business Day 
following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000, consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number [phone]; fax [phone]. 
Publication on the Danaher and Genetix websites 
A copy of this announcement is and will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on Danaher's website at www.danaher.com and on Genetix's website 
at www.genetix.com during the course of the Offer. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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