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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Genetix Grp | LSE:GTX | London | Ordinary Share | GB0001276863 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 84.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGTX RNS Number : 3668E 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 18 December 2009 RECOMMENDED ALL CASH OFFER by LAUNCHCHANGE LIMITED a wholly-owned subsidiary of DANAHER CORPORATION for GENETIX GROUP PLC Summary * Danaher Corporation ("Danaher") and the Board of Genetix Group plc ("Genetix" or the "Company") are pleased to announce the terms of a recommended all-cash offer, to be made by Launchchange Limited ("Launchchange"), a wholly-owned subsidiary of Danaher, for the entire issued and to be issued share capital of Genetix (the "Offer"). * The Offer will comprise 85 pence in cash for each Genetix Share (the "Offer Price"). * The Offer values the entire issued and to be issued share capital of Genetix at approximately GBP63.4 million. * Danaher has received undertakings to accept or indications of an intention to accept the Offer in respect of a total of 59,992,636 Genetix Shares, representing approximately 83 per cent. of the current issued share capital of Genetix. Of this, approximately 78 per cent. are irrevocable undertakings which continue to be binding in the event of a competing offer. * The Offer Price represents a premium of approximately: * 35 per cent. to the Closing Price of 63 pence per Genetix Share on 17 December 2009, being the last Business Day prior to this announcement; * 44 per cent. to the average Closing Price of 59 pence per Genetix Share for the six month period ended 17 December 2009; and * 56 per cent. to the average Closing Price of 54 pence per Genetix Share for the twelve months ended 17 December 2009. * The Genetix Board, which has been so advised by Piper Jaffray, considers the terms of the Offer to be fair and reasonable. In providing advice to the Genetix Board, Piper Jaffray has taken into account the commercial assessments of the Genetix Board. * Accordingly, the Genetix Directors intend unanimously to recommend that Genetix Shareholders accept the Offer. * The Genetix Directors have irrevocably undertaken with Danaher to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings of Genetix Shares, which amount in aggregate to 22,894,335 Genetix Shares, representing, as at the date of this announcement, approximately 32 per cent. of the current issued share capital of Genetix and in respect of any Genetix Shares that may be issued to or acquired by them in exercise of unapproved options over Genetix Shares. * Certain other individual Genetix Shareholders (not being Genetix Directors) have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their respective entire beneficial holdings of Genetix Shares which amount, in aggregate, to 29,854,161 Genetix Shares, representing, as at the date of this announcement, approximately 41 per cent. of the current issued share capital of Genetix. * In addition, Liontrust Asset Management plc has irrevocably undertaken to accept the Offer in respect of, in aggregate, 3,568,416 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix. * The terms of all irrevocable undertakings continue to bind in the event of a competing offer from a third party, unless and until Launchchange announces (with the consent of the Panel) that it does not intend to proceed with the Offer, or if the Offer lapses or is withdrawn. * Further, Schroder Investment Management Ltd has entered into a letter indicating its intent to accept the Offer in respect of, in aggregate, 3,675,724 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix. * Commenting on the Offer, Thomas P. Joyce, Executive Vice President of Danaher, said: * "The combination of Genetix's imaging and intelligent image analysis solutions and Leica's instrumentation capabilities creates an attractive product offering serving both the clinical and research markets. In addition, we believe that we can strengthen Genetix's business by applying the Danaher Business System as well as by providing Genetix with access to additional capital to continue and to accelerate its growth. We believe that Genetix will be an excellent addition to our Leica business and we look forward to working with this talented organization." * Commenting on the Offer, Dr James Hill, Non-Executive Chairman of Genetix, said: * "Joining together with Danaher gives Genetix greater access to global markets and increased financial resources to achieve its growth plans. Over the past decade Genetix has been building its presence in the life sciences, diagnostics and digital pathology segments through a combination of internal product development and acquisitions. We see these areas as having good growth potential, and we believe that combining our strengthening presence with Danaher's R&D capabilities, greater resources and global reach has the potential to create leadership in the field. The Board of Genetix is unanimously agreed that the offer, which represents a significant premium to the recent share price, is in the best interests of our shareholders, customers and employees and will maximise the potential of our innovative technology." This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to the following announcement and the terms and conditions to be set out in the Offer Documentation when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains definitions of certain terms used in this summary and the following announcement. Enquiries: For further information, please contact: +-----------------------------------+------------------------------------+ | Danaher | Tel. +1 202 828 0850 | | (Investor & Media Relations) | | | Matt McGrew | | | | | +-----------------------------------+------------------------------------+ | UBS Investment Bank | Tel. +44 207 567 8000 | | (Financial adviser to Danaher) | Tel. +44 207 567 8000 | | Liam Beere | Tel. +44 207 567 8000 | | 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 +44 (0)20 7638 0129; fax +44 (0)20 7236 7013. 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. ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON TIME 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 18 December 2009 RECOMMENDED ALL CASH OFFER by LAUNCHCHANGE LIMITED a wholly-owned subsidiary of DANAHER CORPORATION for GENETIX GROUP PLC 1. Introduction Danaher and the Board of Genetix are pleased to announce the terms of a recommended all-cash offer, to be made by Launchchange, a wholly-owned subsidiary of Danaher, for the entire issued and to be issued share capital of Genetix. 2. The Offer The Offer, which will be subject to the Conditions and to the further terms and conditions to be set out in the Offer Documentation when issued, will be made on the following basis: for each Genetix Share85 pence in cash. The Offer values the entire issued and to be issued share capital of Genetix at approximately GBP63.4 million. The Offer Price represents a premium of approximately: * 35 per cent. To the Closing Price of 63 pence per Genetix Share on 17 December 2009, being the last Business Day prior to this announcement; * 44 per cent. To the average Closing Price of 59 pence per Genetix Share for the six month period ended 17 December 2009; and * 56 per cent. To the average Closing Price of 54 pence per Genetix Share for the twelve months ended 17 December 2009. 3. Background to and reasons for the Offer The acquisition of Genetix is expected to strengthen Danaher's presence in the life sciences industry. In particular: * in digital pathology, the combination of Leica's recently-launched scanner with Genetix's capabilities through Ariol and SlidePath is expected to be synergistic; and, * Genetix's life sciences business is expected to complement Leica's portfolio and global presence. 4. Unanimous Genetix Board recommendation to accept the Offer The Genetix Board, which has been so advised by Piper Jaffray, consider the terms of the Offer to be fair and reasonable. In providing its advice, Piper Jaffray has taken into account the commercial assessments of the Genetix Board. Accordingly, the Genetix Directors intend unanimously to recommend that Genetix Shareholders accept the Offer. The Genetix Directors who have beneficial holdings of Genetix Shares have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings of Genetix Shares, which amount in aggregate to 22,894,335 Genetix Shares, representing approximately 32 per cent. of the current issued share capital of Genetix. 5. Background to, and reasons for, recommending the Offer Over the past decade, Genetix has evolved from a company providing enabling tools to the genomics industry to a producer of leading applications to support the biologic drug discovery and development sector. With the acquisition of Applied Imaging Inc. in 2006 this transition was complemented by entering the field of genetic testing and a strategically important position in the emerging area of digital pathology which was enhanced most recently through the acquisition of SlidePath Limited. While the strategy for the Company has been successful with a strong record of growth in revenue and underlying earnings in recent years, the company's value has not been fully reflected by the market. Accordingly, on 3 August 2009, the Genetix Board commenced a formal sale process, as it concluded that this would be the best way to maximise value for Genetix Shareholders and to take the company forward. In addition to discussions with Danaher, the Board of Genetix has held discussions with a number of other potential acquirors. As a result of these discussions, the Board concluded that the offer from Danaher represented the best opportunity for Genetix shareholders to receive cash for their Genetix shares at an attractive premium to the market price in the near term. In recommending the Offer, the Genetix Board takes into account the following factors: * the belief of the Genetix Board that the Offer provides certainty of timing and of value through an all cash offer at a price which the Genetix Board believes is attractive to Genetix Shareholders; * the Offer price represents a premium of: * 35 per cent. to the Closing Price of 63 pence per Genetix Share on 17 December 2009, being the last Business Day prior to this announcement; * 44 per cent. to the average Closing Price of 59 pence per Genetix Share for the six month period ended 17 December 2009; and * 56 per cent. to the average Closing Price of 54 pence per Genetix Share for the twelve months ended 17 December 2009. * in the last eight years there have only been three days when the Genetix Shares have traded above the Offer Price; * the Offer provides Genetix Shareholders with an opportunity to realise their investment for cash at a premium to the current share price free of transaction costs; and * Genetix Shareholders (including those Genetix Directors who have beneficial holdings of Genetix Shares) representing, in aggregate, approximately 78 per cent. of the current issued share capital of Genetix have provided to Launchchange irrevocable undertakings to accept, or procure the acceptance of, the Offer. Together with Danaher, Genetix sees the life sciences, diagnostics and digital pathology segments as having good growth potential, and combining the Company with Danaher's R&D capabilities, greater resources and global reach has the potential to create a strong player in these segments. Leica, which is a division of Danaher, is a global designer and producer of innovative, high precision optics solutions, with a broad product range for numerous applications requiring microscopic imaging, measurement and analysis. A combination with Genetix's core skills in the imaging and intelligent analysis of cells has the potential to produce more extensive solutions to the scientists and clinicians Genetix serves. Genetix offers an attractive portfolio of products in growing markets and represents a good fit with Leica. Genetix's business will enhance Leica's global presence in clinical markets. In digital pathology, the combination of Leica's recently launched scanner with Genetix's digital pathology capabilities will create beneficial synergies. In addition, Genetix's life sciences business will be complementary to the portfolio and geographical presence of Leica. The Board now believes that there is a compelling business case for Genetix to become part of the Danaher group, giving it greater access to global markets, increased financial resources to implement its growth plans as well as leveraging its research and development and commercial resources. The enlarged group will have a global footprint and will benefit from a larger portfolio of marketed products and an expanded pipeline of new products. Additional R&D expertise in areas of increasing importance such as digital pathology will enable new products to be brought to market at an accelerated rate which should give Genetix the competitive edge in fast growing emerging markets. 6. Irrevocable undertakings and letter of intent to accept the Offer As set out in more detail below, certain Genetix Shareholders (including all of the Genetix Directors who have beneficial holdings of Genetix Shares) have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 56,316,912 Genetix Shares, representing approximately 78 per cent. of the current issued share capital of Genetix. Irrevocable undertakings from Genetix Directors Each of the Genetix Directors have entered into irrevocable undertakings with Danaher to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings of Genetix Shares, which amount in aggregate to 22,894,335 Genetix Shares, representing approximately 32 per cent. of the current issued share capital of Genetix. The irrevocable undertakings are also in respect of Genetix Shares that may be issued to, or acquired by, the Genetix Directors on exercise of unapproved options over Genetix Shares. The irrevocable undertakings referred to above were received from each of the Genetix Directors named in the table below in respect of their entire beneficial holdings of Genetix Shares stated alongside their respective names. +-----------------------+------------------------+------------------------+ | Genetix Directors (1) | Number of Genetix | Percentage of current | | | Shares beneficially | Genetix issued share | | | held | capital | +-----------------------+------------------------+------------------------+ | Dr James F Hill | 18,796 | 0.03 | +-----------------------+------------------------+------------------------+ | Charles de Rohan | 55,000 | 0.08 | +-----------------------+------------------------+------------------------+ | Mark A Reid | 21,333,773 | 29.39 | +-----------------------+------------------------+------------------------+ | Professor Julian F | 1,306,766 | 1.80 | | Burke | | | +-----------------------+------------------------+------------------------+ | Peter S Jensen | 150,000 | 0.21 | +-----------------------+------------------------+------------------------+ | Andrew J Kellett | 30,000 | 0.04 | +-----------------------+------------------------+------------------------+ | TOTAL | 22,894,335 | 31.54 | +-----------------------+------------------------+------------------------+ (1) Terence Pizzie does not have any beneficial interests in Genetix Shares but does hold unapproved options over Genetix Shares. As is the case for unapproved options held by the other Genetix Directors, Genetix Shares resulting from the exercise of any of these options are subject to the irrevocable undertaking given by Terence Pizzie to accept the offer. The terms of such irrevocable undertakings continue to bind in the event of a competing offer from a third party, unless and until Launchchange announces (with the consent of the Panel) that it does not intend to proceed with the Offer, or if the Offer lapses or is withdrawn. Irrevocable undertakings and letter of intent from Genetix Shareholders (other than Genetix Directors) Certain individual Genetix Shareholders (not being Genetix Directors) have entered into irrevocable undertakings with Danaher to accept, or procure the acceptance of, the Offer in respect of their respective entire beneficial holdings of Genetix Shares which amount in aggregate to 29,854,161 Genetix Shares, representing approximately 41 per cent. of the current issued share capital of Genetix. The irrevocable undertakings referred to above were received from the Genetix Shareholders named in the table below in respect of the Genetix Shares stated alongside their respective names. +-----------------------+------------------------+------------------------+ | Shareholder | Number of Genetix | Percentage of current | | | Shares | Genetix issued share | | | | capital | +-----------------------+------------------------+------------------------+ | Deborah Reid | 21,217,494 | 29.23 | +-----------------------+------------------------+------------------------+ | John Morgan | 5,000,000 | 6.89 | +-----------------------+------------------------+------------------------+ | John Lovell | 1,803,333 | 2.48 | +-----------------------+------------------------+------------------------+ | Catherine Lovell | 1,833,334 | 2.53 | +-----------------------+------------------------+------------------------+ | TOTAL | 29,854,161 | 41.13 | +-----------------------+------------------------+------------------------+ Liontrust Asset Management plc has undertaken to accept the Offer in respect of, in aggregate, 3,568,416 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix. The terms of all irrevocable undertakings continue to bind in the event of a competing offer from a third party, unless and until Launchchange announces (with the consent of the Panel) that it does not intend to proceed with the Offer, or if the Offer lapses or is withdrawn. The Genetix Directors and other Genetix Shareholders (except John Morgan) who have given irrevocable undertakings to Danaher have additionally agreed in such undertakings, among other things, not to: sell, transfer, charge, encumber, grant any option or otherwise dispose of any of their shareholdings in any Genetix Shares; accept any other offer from any third-party in respect of their shareholdings; or withdraw their acceptance of the Offer. John Morgan has entered into an agreement to transfer his shares to a family trust. To the extent that the transfer completes prior to John Morgan accepting the Offer, the trustees of the family trust have irrevocably undertaken to accept the Offer in the same terms as John Morgan. In addition, on 17 December 2009, Schroder Investment Management Ltd, entered into a letter indicating its intent to accept the Offer in respect of, in aggregate, 3,675,724 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix. Accordingly, Danaher has received undertakings to accept or indications of an intention to accept the Offer in respect of a total of 59,992,636 Genetix Shares, representing approximately 83 per cent. of the current issued share capital of Genetix. 7. Information on Genetix Headquartered in New Milton, UK, with offices in the UK, US, Germany, Ireland and Japan, and quoted on AIM (GTX: AIM), Genetix provides scientists and clinicians with solutions for imaging and intelligent image analysis in the life science and diagnostic markets. In life sciences, Genetix provides leading systems for accurate selection of mammalian secretory cell lines. Other systems evaluate the response of cells to potential therapeutic agents and quantify tissue biomarkers. In diagnostics, Genetix has a presence in the supply of systems for genetic testing with thousands of the company's platforms used in laboratories worldwide and has recently strengthened its position in the digital pathology market through its acquisition of Slidepath Limited. Through its expertise in robotics, cell and molecular biology, image analysis and interpretation, supported by a comprehensive intellectual property portfolio, Genetix is committed to the continual development of innovative solutions. Genetix Group's total revenue for the financial year ending 31 December 2008 was GBP26.2 million (2007: GBP22.9 million), underlying operating profit was GBP3.6 million (2007: GBP3.0 million), and underlying profit before tax was GBP4.3 million (2007: GBP3.6 million). Operating Profit was GBP1.4 million (2007: GBP2.2 million) and profit before tax was GBP2.1 million (2007: GBP2.8 million). In relation to the 6 month period ending 30 June 2009, Genetix's total unaudited revenue was GBP14.1 million (2008: GBP12.4 million), underlying operating profit was GBP1.2 million (2008: GBP1.0 million), and underlying profit before tax was GBP1.3 million (2008: GBP1.3 million). Operating profit was GBP1.9 million (2008: GBP0.8 million) and profit before tax was GBP1.9 million (2008: GBP1.1 million). 8 Information on Danaher and Launchchange Headquartered in Washington, DC, United States, Danaher designs, manufactures and markets professional, medical, industrial, commercial and consumer products and services which are typically characterized by strong brand names, proprietary technology and major market positions in four business segments: professional instrumentation, medical technologies, industrial technologies and tools & components. Since 2004, Danaher has built a medical technologies platform that includes businesses with leading positions in dental technologies, acute care diagnostics, pathology diagnostics and life sciences instrumentation. Danaher has approximately 50,000 employees worldwide. For the financial year ended 31 December 2008, Danaher reported annual revenues of approximately US$12.7 billion (2007: US$11.0 billion) and earnings from continuing operations of US$1.3 billion (2007: US$1.2 billion). Danaher's net earnings for the first nine months of 2009 were US$0.9 billion, compared with net earnings of US$1.0 billion for the first nine months of 2008. Sales for the first nine months of 2009 were US$8.1 billion compared to US$9.5 billion for the first nine months of 2008. Danaher's common stock is listed and traded on the New York Stock Exchange (NYSE: DHR). Danaher had a stock market capitalisation of approximately US$23.4 billion as at 16 December 2009. Incorporated in August 1991 under the laws of England and Wales, Launchchange is a wholly-owned indirect subsidiary of Danaher, the principal business of which is that of a financing and investment company. 9. Management, employees, location and changes to the Genetix Board Danaher has confirmed to the directors of Genetix that the skills and experience of the existing management and employees of Genetix will play an important role in the further development of the combined business and that the Genetix employees will benefit from a broader range of opportunities for personal and professional development as part of a larger, more diverse group. Danaher has also confirmed to Genetix that, if the Offer becomes or is declared wholly unconditional, the existing employment rights including pension rights of all Genetix Group employees will be observed in accordance with statutory and contractual requirements. Danaher has indicated to the Genetix Directors that it has no immediate plans to change the location of Genetix's operational places of business or to redeploy any of Genetix's fixed assets. If the Offer becomes or is declared wholly unconditional, the current Genetix Directors (excluding Charles de Rohan) intend to resign as directors of Genetix (in accordance with the terms of their irrevocable undertakings, as described above) although they will remain as employees of Genetix. Two new directors, nominated by Danaher, will then be appointed to the Genetix Board, being Philip Whitehead and Ronald Peters. 10 Genetix Share Schemes The Offer will extend to any Genetix Shares that are unconditionally allotted or issued and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or before such earlier date as Launchchange may, subject to the Code, decide) including any such Genetix Shares issued pursuant to the exercise of options granted under the Genetix Share Schemes. Appropriate proposals will be made to holders of options under the Genetix Share Schemes. Full details of these proposals will be set out in letters which are to be sent to such option holders. 11 Financing the Offer Launchchange will fund the aggregate consideration payable under the Offer from available cash resources. UBS is satisfied that sufficient resources are available to Launchchange to satisfy in full the cash consideration payable to Genetix Shareholders under the terms of the Offer. 12 Inducement fee and non-solicitation agreement On 17 December 2009, Genetix and Danaher entered into an agreement (the "Inducement Fee Agreement") pursuant to which, Genetix has agreed to pay Danaher an inducement fee of GBP634,008 (inclusive of VAT except to the extent that VAT is recoverable) if (i) the Genetix Directors withdraw, or adversely modify, their recommendation of the Offer and thereafter the Offer is not made (with the consent of the Panel), lapses or is withdrawn; or (ii) an announcement is made by a third party offering to purchase a significant proportion (being 30 per cent. or more) of the Genetix Shares or business or assets and that third party offer subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed. The Inducement Fee Agreement also includes provisions relating to (i) Genetix being allowed to conduct negotiations with third parties only insofar as Danaher consents, or where a failure on the part of the Genetix Board would breach statutory its duties or the Genetix Directors' or Genetix's obligations under the Code; (ii) Genetix notifying Danaher and keeping Danaher informed as to any third party offers; (iii) an agreement not to solicit or initiate the submission of any proposal or offer relating to a possible offer to purchase a significant proportion (being 30 per cent. or more) of the Genetix Shares or business or assets; (iv) an agreement by Genetix not to allot, or grant options over Genetix Shares, nor issue any debt or other securities convertible into Genetix Shares (other than shares allotted following exercise of options under the Genetix Share Schemes); (v) an agreement by Genetix that nominees of Danaher be appointed to the Genetix Board; and (vi) an agreement that Danaher and Genetix shall consult each other in relation to the ongoing conduct of the Genetix business (obligations under (iv), (v) and (vi) being subject to the duties of the Genetix Directors). Pursuant to Rule 21.2 of the Code, Piper Jaffray and Genetix have confirmed to the Panel that it considers these arrangements to be in the best interests of Genetix Shareholders. 13. Overseas Genetix Shareholders The distribution of this announcement, and the availability of the Offer, to persons who are not resident in the United Kingdom or the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Persons who are not resident in the United Kingdom or the United States should consult an appropriate independent professional adviser in their relevant jurisdiction without delay. 14. Compulsory acquisition, cancellation of trading and re-registering If Launchchange receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more in value of the Genetix Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Genetix Shares to which the Offer relates and assuming all other Conditions have been satisfied or waived (if they are capable of being waived), Launchchange intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any remaining Genetix Shares in respect of which the Offer has not been accepted on the same terms as the Offer. Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Danaher intends to procure the making of an application by Genetix for cancellation of the trading in the Genetix Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer is declared unconditional in all respects. Following such cancellation, Danaher intends to procure that Genetix re-registers as a private limited company under the provisions of the Companies Act 2006. Such cancellation and re?registration will significantly reduce the liquidity and marketability of any Genetix Shares not assented to the Offer and their value may be affected as a consequence. Any remaining Genetix Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Genetix Shares and there can be no certainty that any dividends or other distributions will be made by Genetix or that the Genetix Shareholders will again be offered as much as the Offer Price for the Genetix Shares held by them. 15. Disclosure of interests in Genetix Save as disclosed in this announcement, as at the date of this announcement, neither Danaher, Launchchange, nor any of their respective directors, nor, so far as Launchchange is aware, any person acting in concert (within the meaning of the Code) with Launchchange is interested in or has any rights to subscribe for any Genetix Shares or has borrowed or lent any Genetix Shares nor does any such person have any short position whether conditional or absolute and whether in the money or otherwise (including a short position under a derivative) or any arrangement in relation to Genetix Shares. For these purposes "interest" includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is 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 and "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Genetix Shares and also includes any indemnity or option arrangement, agreement or understanding, formal or informal, of whatever nature relating to Genetix Shares which may be an inducement to deal or refrain from dealing in such securities. 16. Further details of the Offer The Offer will be subject to the Conditions and the further terms set out in Appendix 1 to this announcement and the terms and conditions to be set out in the Offer Documentation when issued. Appendix 2 to this announcement contains the sources and bases of certain information set out in this announcement. Appendix 3 to this announcement contains definitions of certain terms used in this announcement. The Offer Documentation will be posted to Genetix Shareholders as soon as practicable after the publication, and in any event within 28 days of the date, of this announcement (unless agreed otherwise with the Panel). The Offer and acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel and the AIM Rules. The acquisition of the Genetix Shares under the Offer is proposed to be implemented by way of a takeover offer within the meaning of section 974 of the Companies Act 2006 but Launchchange and Genetix may agree (with the consent of the Panel) to implement all or any of those acquisitions by way of scheme(s) of arrangement pursuant to Part 26 of the Companies Act 2006. 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.com during the course of the Offer. Enquiries: For further information, please contact: +-----------------------------------+------------------------------------+ | Danaher | Tel. +1 202 828 0850 | | (Investor & Media Relations) | | | Matt McGrew | | | | | +-----------------------------------+------------------------------------+ | UBS Investment Bank | Tel. +44 207 567 8000 | | (Financial adviser to Danaher) | Tel. +44 207 567 8000 | | Liam Beere | Tel. +44 207 567 8000 | | 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. 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 +44 (0)20 7638 0129; fax +44 (0)20 7236 7013. 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.com during the course of the Offer. ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON TIME APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER 1. Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by no later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Launchchange may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lower percentage as Launchchange may decide) in nominal value of the Genetix Shares to which the Offer relates and not less than 90 per cent (or such lesser percentage as Launchchange may decide) of the voting rights carried by the Genetix Shares to which the Offer relates, provided that this condition shall not be satisfied unless Launchchange and/or any of member of the Danaher Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Genetix Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Genetix including for this purpose (to the extent, if any, required by the Panel) any voting rights attributable or attaching to any Genetix Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise. For the purpose of this Condition: Genetix Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Genetix; the expression "Genetix Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006; Genetix Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Genetix Shares to which the Offer relates; and valid acceptances shall be deemed to have been received in respect of Genetix Shares which are treated for the purposes of section 979(8) of the Companies Act 2006 as having been acquired or contracted to be acquired by Launchchange by virtue of acceptances of the Offer. (b)save as Disclosed, there being no provision of any material agreement, arrangement, licence, permit or other instrument to which any member of the Wider Genetix Group is a party or by or to which any such member or any of its material assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Genetix or because of a change in the control or management of Genetix, could reasonably be expected to result in (in each case to an extent which is or would be material and adverse in the context of the Wider Genetix Group taken as a whole): any amount of monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being repayable immediately or earlier than their or its stated repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of being withdrawn or inhibited; any such agreement, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any onerous obligation or liability arising, or any adverse action being taken or arising, thereunder; any asset or interest of any member of the Wider Genetix Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business; the creation or enforcement of any mortgage, charge or other security interest over the whole or any substantial part of the business, property or assets of any member of the Wider Genetix Group; the rights, liabilities, obligations or interests of any such member in, or the business of any such member with any other person, firm or company (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected; the value of any member of the Wider Genetix Group or its financial or trading position being prejudiced or adversely affected; any member of the Wider Genetix Group ceasing to be able to carry on business under any name under which it presently does so; or the creation of any liability, actual or contingent, by any such member otherwise than in the ordinary course of business, and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Genetix Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would reasonably be likely, to an extent which is material in the context of the Wider Genetix Group taken as a whole, result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition; (c) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation or enquiry, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other similar steps which would or could reasonably be expected to: require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Danaher Group or any member of the Wider Genetix Group of all or any material part of their respective businesses, assets or property or (except in relation to limitations which apply generally to entities conducting similar businesses) impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any material part thereof; require, prevent or materially delay the divestiture by any member of the Wider Danaher Group of any shares or other securities in Genetix; impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Danaher Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Genetix Group or the Wider Danaher Group or to exercise management control over any such member; (except in relation to matters which generally affect entities conducting similar businesses) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Danaher Group or of any member of the Wider Genetix Group in a manner which is adverse to and material in the context of the Wider Danaher Group and the Wider Genetix Group taken together as a whole; make the Offer or its implementation or the acquisition or proposed acquisition by Launchchange or any member of the Wider Danaher Group of any shares or other securities in, or control of, Genetix void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise materially, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith; require any member of the Wider Danaher Group or the Wider Genetix Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Genetix Group owned by any third party if such acquisition would be material in the context of the Wider Genetix Group taken as a whole; impose any limitation on the ability of any member of the Wider Genetix Group to co-ordinate its business, or any part of it, with the businesses of any other members to an extent which is material in the context of the Wider Genetix Group taken as a whole; or result in any member of the Wider Genetix Group ceasing to be able to carry on business under any name under which it presently does so where such a result would be material and adverse in the context of the Wider Genetix Group taken as a whole, and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Genetix Shares having expired, lapsed or been terminated; (d) all necessary filings or applications having been made in connection with the Offer and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("authorisations") reasonably necessary or appropriate for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Genetix by any member of the Wider Danaher Group having been obtained from all appropriate Third Parties or persons with whom any member of the Wider Genetix Group has entered into contractual arrangements and all such authorisations together with all material authorisations reasonably necessary or appropriate to carry on the business of any member of the Wider Genetix Group remaining in full force and effect (in each case where the absence of such authorisations would have a material adverse effect on the Wider Genetix Group taken as a whole) and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional which would reasonably be likely to have a material adverse effect in the context of the Wider Genetix Group; (e) except as Disclosed by Genetix, no member of the Wider Genetix Group having, since 31 December 2008, to an extent which is material in the context of the Wider Genetix Group taken as a whole: save for Genetix Shares issued pursuant to the exercise of options granted under the Genetix Share Schemes, issued, authorised or proposed the issue of additional shares of any class; save for the grant of options under the Genetix Share Schemes in the ordinary course of business, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities; sold or transferred or agreed to sell or transfer any treasury shares; (save as disclosed on publicly available registers) made any alteration to its memorandum or articles of association; recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise other than a distribution by a wholly owned subsidiary of Genetix; other than in the ordinary course of business and save as between Genetix and its wholly owned subsidiaries or between such wholly owned subsidiaries, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case to an extent which is material in the context of the Wider Genetix Group taken as a whole; made or authorised or proposed or announced an intention to propose any change in its loan capital; issued, authorised or proposed the issue of any debentures or, save in the ordinary course of business and (other than between Genetix and its wholly owned subsidiaries or between such wholly owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability which in any case is material in the context of the Wider Genetix Group taken as a whole; purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital to an extent which is material in the context of the Wider Genetix Group taken as a whole; save as between members of the Wider Genetix Group, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme or similar transaction otherwise than in the ordinary course of business which is material or entered into or changed the terms of any contract with any director or senior executive of Genetix, save to the extent requested in writing by Danaher; entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be expected to be materially restrictive on the businesses of any member of the Wider Genetix Group or the Wider Danaher Group other than of a nature and to an extent which is not unusual in the context of the business concerned; other than by way of a solvent winding-up in respect of any member of the Wider Genetix Group which is dormant at the relevant time, taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer in respect of all or any of its assets or revenues or any analogous proceedings (in any relevant jurisdiction) or had any such person appointed; been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Genetix Group taken as a whole; entered into any contract, transaction or arrangement which could restrict the business of any member of the Wider Genetix Group other than of a nature and to an extent which is not unusual in the context of the business concerned; waived or compromised any claim, other than in the ordinary course of business, otherwise than of an immaterial amount in the context of the Wider Genetix Group taken as a whole; or entered into any contract, commitment, arrangement or agreement or passed any resolution in general meeting or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this paragraph (e); (f) except as Disclosed, since 31 December 2008: no adverse change having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Genetix Group which in any case is material in the context of the Wider Genetix Group taken as a whole; no: litigation, arbitration proceedings, prosecution or other legal proceedings; or investigation by any Third Party (other than as a result of the Offer), having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Genetix Group or to which any member of the Wider Genetix Group is or is reasonably likely to become a party (whether as plaintiff or defendant or otherwise) and which in any case is material in the context of the Wider Genetix Group taken as a whole; no contingent or other liability having arisen or become apparent that might reasonably be likely to adversely affect any member of the Wider Genetix Group that is material in the context of the Wider Genetix Group taken as a whole; no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or material modification of any licence held by any member of the Wider Genetix Group which is necessary for the proper carrying on of its business which is, in any such case, material in the context of the Wider Genetix Group or in the context of the Offer; and no circumstances exist whereby a person or class of persons would be likely to have any material claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the Wider Genetix Group which claim or claims would be likely to materially adversely affect any member of the Wider Genetix Group. (g)Launchchange not having discovered: that, save as Disclosed, any financial, business or other information concerning the Wider Genetix Group as contained in any information publicly disclosed at any time by or on behalf of any member of the Wider Genetix Group is materially misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected by a subsequent announcement to a Regulatory Information Service or otherwise to Danaher or Launchchange and which is, in any case, material in the context of the Wider Genetix Group taken as a whole; or that any member of the Wider Genetix Group is subject to any liability (contingent or otherwise) which has not been Disclosed and is not disclosed in the annual report and accounts of Genetix for the year ended 31 December 2008 and which is material in the context of the Wider Genetix Group taken as a whole; or any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Genetix Group to an extent which is material and adverse in the context of the Wider Genetix Group taken as a whole; or any past or present member of the Wider Genetix Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Genetix Group which in any case is material in the context of the Wider Genetix Group taken as a whole; or there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Genetix Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Genetix Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction which in any case is material in the context of the Wider Genetix Group taken as a whole. Subject to the requirements of the Panel, Launchchange reserves the right to waive, in whole or in part, all or any of the Conditions above, except for Condition (a). The Offer will lapse unless all of the above Conditions are fulfilled, or (if capable of waiver) waived, by midnight on the day which is 21 days after the later of the first closing date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date as Launchchange may, with the consent of the Panel, decide). Launchchange shall be under no obligation to waive or treat as satisfied any of Conditions (b) to (g) (inclusive) by a date earlier than the latest date specified above for the satisfaction of such Conditions, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. Except with the Panel's consent, Launchchange will not invoke any of the Conditions (b) to (g) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant Condition are of material significance to Danaher in the context of the Offer. 2. Certain further terms of the Offer (a) If Launchchange or Danaher is required by the Panel to make an offer for Genetix Shares under the provisions of Rule 9 of the Code, Launchchange may make such alterations to any of the Conditions as are necessary to comply with the provisions of that Rule. (b)Genetix Shares acquired under the Offer will be acquired fully paid with full title guarantee and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. (c) The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to the Commission of the European Communities and the Commission of the European Communities either (i) initiates proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC or (ii) refers the Offer under Article 9.1 of Council Regulation 139/2004/EC to a competent authority in the United Kingdom following which there is a reference to the Competition Commission before 3.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. (d) If the Offer lapses it will cease to be capable of further acceptance and Genetix Shareholders who have accepted the Offer and Launchchange shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses. APPENDIX 2 SOURCES OF INFORMATION AND BASES OF CALCULATION The following sources and bases of calculation have been used in this announcement: (a)Unless otherwise stated, (i)financial information relating to the Danaher Group has been extracted or derived (without any adjustment) from the Danaher annual report on Form 10-K for the financial year ended 31 December 2008 and the Danaher quarterly report for the quarterly period ended on 2 October 2009; and (ii) financial information relating to the Genetix Group has been extracted or derived (without any adjustment) from the Genetix annual report and accounts for the financial year ended 31 December 2008 and the Genetix unaudited interim report for the 6 months ended 30 June 2009. (b)The value placed by the Offer on the entire existing issued and to be issued share capital of Genetix is based upon: (i) the offer price per Genetix Share of 85 pence; (ii)72,584,509 Genetix Shares being in issue; and (iii)options over 6,350,164 Genetix Shares outstanding pursuant to the Genetix Share Schemes exercisable at the Offer Price or less, in each case, as at the close of business on 17 December 2009, being the last Business Day immediately prior to the date of this announcement. APPENDIX 3 DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: +-------------------+-------------------------------------+ | AIM | AIM, | | | being | | | a | | | market | | | operated | | | by the | | | London | | | Stock | | | Exchange | +-------------------+-------------------------------------+ | AIM | the | | Rules | rules | | | published | | | by the | | | London | | | Stock | | | Exchange | | | entitled | | | "AIM | | | Rules for | | | Companies" | | | in force | | | from time | | | to time | +-------------------+-------------------------------------+ | Announcement | this | | | announcement | | | made by | | | Genetix and | | | Launchchange | | | with respect | | | to the | | | Proposed | | | Acquisition | +-------------------+-------------------------------------+ | associated | have | | undertakings | the | | | meanings | | | given to | | | them in | | | the | | | Companies | | | Act 2006 | +-------------------+-------------------------------------+ | Australia | the | | | Commonwealth | | | of | | | Australia, | | | its states, | | | territories | | | and | | | possessions | +-------------------+-------------------------------------+ | Business | any | | Day | day, | | | other | | | than a | | | Saturday, | | | Sunday or | | | public or | | | bank | | | holiday, | | | on which | | | banks are | | | generally | | | open for | | | business | | | in the | | | City of | | | London | +-------------------+-------------------------------------+ | Canada | Canada, | | | its | | | provinces | | | and | | | territories | | | and all | | | areas | | | subject to | | | its | | | jurisdiction | | | and any | | | political | | | sub-division | | | thereof | +-------------------+-------------------------------------+ | Closing | the | | Price | middle | | | market | | | quotation | | | for a | | | Genetix | | | Share at | | | the close | | | of | | | business | | | on the | | | day to | | | which it | | | relates, | | | as | | | derived | | | from the | | | AIM | | | appendix | | | to the | | | Daily | | | Official | | | List for | | | that day | +-------------------+-------------------------------------+ | Code | the | | | City | | | Code | | | on | | | Takeovers | | | and | | | Mergers | +-------------------+-------------------------------------+ | Companies | the | | Act 2006 | Companies | | | Act 2006, | | | as | | | amended | | | from time | | | to | | | time including | | | any statutory | | | modification | | | or | | | re-enactment | | | of that | | | statute for | | | the time being | | | in force | +-------------------+-------------------------------------+ | Conditions | the | | | conditions | | | of the | | | Offer set | | | out in | | | Appendix 1 | | | to this | | | document | +-------------------+-------------------------------------+ | Daily | the | | Official | Daily | | List | Official | | | List | | | published | | | by the | | | London | | | Stock | | | Exchange | +-------------------+-------------------------------------+ | Disclosed | * as | | | disclosed | | | in the | | | audited | | | consolidated | | | report and | | | accounts of | | | Genetix for | | | the period | | | ended 31 | | | December | | | 2008;* | | | as publicly | | | announced by | | | Genetix | | | (through a | | | Regulatory | | | Information | | | Service) | | | prior to 18 | | | December | | | 2009; * | | | all matters | | | fairly | | | disclosed in | | | the | | | documents | | | contained in | | | the | | | electronic | | | data room | | | made | | | available to | | | Danaher and | | | its advisers | | | prior to 18 | | | December | | | 2009; and | | | * | | | such other | | | documents as | | | may be | | | agreed in | | | writing | | | between | | | Danaher and | | | Genetix. | +-------------------+-------------------------------------+ | Danaher | Danaher | | | Corporation, | | | whose | | | principal | | | place of | | | business is | | | at 2099 | | | Pennsylvania | | | Avenue, NW, | | | 12th Floor, | | | Washington, | | | DC 20006, | | | USA | +-------------------+-------------------------------------+ | Danaher | the | | Board | board | | | of | | | directors | | | of | | | Danaher | +-------------------+-------------------------------------+ | Enlarged | the | | Group | combined | | | Danaher | | | Group | | | and | | | Genetix | | | Group | | | from the | | | date on | | | which | | | the | | | Offer | | | becomes | | | or is | | | declared | | | wholly | | | unconditional | +-------------------+-------------------------------------+ | Form | the | | of | form | | Acceptance | of | | | acceptance | | | and | | | authority | | | relating | | | to the | | | Offer to | | | be sent, | | | together | | | with the | | | Offer | | | Document, | | | to Genetix | | | Shareholders | | | following | | | the date of | | | this | | | announcement | | | and for use | | | by Genetix | | | Shareholders | | | wishing to | | | accept the | | | Offer | +-------------------+-------------------------------------+ | Japan | Japan, | | | its | | | cities, | | | prefectures, | | | territories | | | and | | | possessions | +-------------------+-------------------------------------+ | Genetix | Genetix | | | Group | | | plc, a | | | company | | | incorporated | | | in England | | | and Wales | | | with | | | registered | | | number | | | 04024856 | | | whose | | | registered | | | office is at | | | Queensway, | | | New Milton, | | | Hampshire, | | | BH25 5NN, UK | +-------------------+-------------------------------------+ | Genetix | the | | Board | board | | | of | | | directors | | | of | | | Genetix | +-------------------+-------------------------------------+ | Genetix Directors | the | | | members | | | of the | | | board | | | of | | | directors | | | of | | | Genetix | +-------------------+-------------------------------------+ | Genetix | Genetix | | Group | and its | | | subsidiaries | +-------------------+-------------------------------------+ | Genetix | the | | Share | Genetix | | Schemes | Group | | | plc | | | Approved | | | and | | | Unapproved | | | 2000 Share | | | Option | | | Schemes, | | | the | | | Genetix | | | Group plc | | | Sharesave | | | Scheme | | | 2000 and | | | any other | | | share | | | options | | | granted to | | | directors | | | or | | | employees | | | on a stand | | | alone | | | basis by | | | Genetix | +-------------------+-------------------------------------+ | Genetix | holders | | Shareholders | of | | | Genetix | | | Shares | +-------------------+-------------------------------------+ | Genetix | the | | Shares | existing | | | unconditionally | | | allotted or | | | issued and | | | fully paid (or | | | credited as | | | fully paid) | | | ordinary shares | | | of 50p each in | | | the capital of | | | Genetix and any | | | further such | | | shares which | | | are | | | unconditionally | | | allotted or | | | issued and | | | fully paid (or | | | credited as | | | fully paid) on | | | or before the | | | date on which | | | the Offer | | | closes (or such | | | earlier date(s) | | | as Danaher may, | | | subject to the | | | Code, | | | determine), | | | including any | | | such shares so | | | unconditionally | | | allotted or | | | issued pursuant | | | to the exercise | | | of options | | | granted under | | | the Genetix | | | Share Schemes | +-------------------+-------------------------------------+ | Launchchange | Launchchange | | | Limited, a | | | company | | | incorporated | | | in England | | | and Wales | | | with | | | registered | | | number | | | 02639894 | | | whose | | | registered | | | office is at | | | Suite 31, | | | The | | | Quadrant, | | | Parkway | | | Avenue, | | | Sheffield, | | | South | | | Yorkshire, | | | S9 4WG, UK | +-------------------+-------------------------------------+ | Leica | Leica | | | Microsystems, | | | a division of | | | Danaher | +-------------------+-------------------------------------+ | Listing | the | | Rules | rules | | | and | | | regulations | | | made by the | | | Financial | | | Services | | | Authority | | | in its | | | capacity as | | | the UK | | | Listing | | | Authority | | | under the | | | Financial | | | Services | | | and Markets | | | Act 2000, | | | and | | | contained | | | in the UK | | | Listing | | | Authority's | | | publication | | | of the same | | | name | +-------------------+-------------------------------------+ | London | London | | Stock | Stock | | Exchange | Exchange | | | plc | +-------------------+-------------------------------------+ | Offer | the | | | recommended | | | cash offer | | | to be made | | | by | | | Launchchange | | | to acquire | | | the | | | Genetix Shares | | | on the terms | | | and subject to | | | the conditions | | | to be set out | | | in the Offer | | | Documentation | | | and including, | | | where the | | | context so | | | requires, any | | | subsequent | | | revision, | | | variation, | | | extension or | | | renewal of | | | such offer | +-------------------+-------------------------------------+ | Offer | the | | Document | document | | | to be | | | sent to | | | Genetix | | | Shareholders | | | and others | | | following | | | the date of | | | this | | | announcement | | | containing, | | | amongst | | | other | | | things, the | | | terms and | | | conditions | | | of the Offer | +-------------------+-------------------------------------+ | Offer | the | | Documentation | Offer | | | Document | | | and the | | | accompanying | | | Form of | | | Acceptance | +-------------------+-------------------------------------+ | Offer | 85 pence | | Price | per | | | Genetix | | | Share | +-------------------+-------------------------------------+ | Panel | the | | | Panel | | | on | | | Takeovers | | | and | | | Mergers | +-------------------+-------------------------------------+ | Piper | Piper | | Jaffray | Jaffray | | | Ltd, | | | financial | | | adviser | | | to | | | Genetix | +-------------------+-------------------------------------+ | Proposed | the | | Acquisition | proposed | | | acquisition | | | by | | | Launchchange | | | of the | | | Genetix | | | Shares, as | | | described in | | | this | | | document, | | | comprising | | | the Offer. | +-------------------+-------------------------------------+ | Regulatory | any of | | Information | the | | Service | services | | | set out | | | in | | | Appendix | | | 3 to the | | | Listing | | | Rules | +-------------------+-------------------------------------+ | Restricted | Australia, | | Jurisdiction | Canada, | | | Japan and | | | any other | | | jurisdiction | | | where the | | | relevant | | | action would | | | constitute a | | | violation of | | | the relevant | | | laws and | | | regulations | | | of such | | | jurisdiction | +-------------------+-------------------------------------+ | subsidiary | have | | and | the | | subsidiary | meanings | | undertaking | given to | | | them in | | | the | | | Companies | | | Act 2006 | +-------------------+-------------------------------------+ | Wider | Danaher | | Danaher | and its | | Group | subsidiaries, | | | subsidiary | | | undertakings, | | | associated | | | undertakings | | | and any other | | | undertakings | | | in which | | | Danaher | | | and/or such | | | undertakings | | | (aggregating | | | their | | | interests) | | | has or | | | together have | | | a direct or | | | indirect | | | interest in | | | 20 per cent. | | | or more of | | | the equity | | | share capital | +-------------------+-------------------------------------+ | Wider | Genetix | | Genetix | and its | | Group | subsidiaries, | | | subsidiary | | | undertakings, | | | associated | | | undertakings | | | and any other | | | undertakings | | | in which | | | Genetix | | | and/or such | | | undertakings | | | (aggregating | | | their | | | interests) | | | has or | | | together have | | | a direct or | | | indirect | | | interest in | | | 20 per cent. | | | or more of | | | the equity | | | share capital | +-------------------+-------------------------------------+ | UBS or | UBS | | UBS | Limited, | | Investment | a | | Bank | company | | | incorporated | | | in England | | | and Wales | | | with | | | registered | | | number | | | 2035362, | | | financial | | | adviser to | | | Launchchange | | | and Danaher | +-------------------+-------------------------------------+ | UK or United | the | | Kingdom | United | | | Kingdom | | | of | | | Great | | | Britain | | | and | | | Northern | | | Ireland | +-------------------+-------------------------------------+ | UK | the | | Listing | Financial | | Authority | Services | | | Authority | | | acting in | | | its | | | capacity | | | as the | | | competent | | | authority | | | for | | | listing | | | purposes | | | under | | | Part VI | | | of the | | | Financial | | | Services | | | and | | | Markets | | | Act 2000 | +-------------------+-------------------------------------+ | undertakings | have | | | the | | | meanings | | | given to | | | them in | | | the | | | Companies | | | Act 2006 | +-------------------+-------------------------------------+ | US, | the | | USA or | United | | United | States | | States | of | | | America, | | | its | | | territories | | | and | | | possessions, | | | any state of | | | the United | | | States of | | | America, the | | | District of | | | Columbia, | | | and all | | | other areas | | | subject to | | | its | | | jurisdiction | +-------------------+-------------------------------------+ | US$ or | dollars, | | US | the | | dollars | lawful | | | currency | | | for the | | | time | | | being of | | | the | | | United | | | States | +-------------------+-------------------------------------+ | GBP | pounds | | or Sterling | sterling, | | | the | | | lawful | | | currency | | | for the | | | time | | | being of | | | the UK | | | and | | | references | | | to "pence" | | | and "p" | | | shall be | | | construed | | | accordingly | +-------------------+-------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END OFFGCBDDIUBGGCI
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