Danaher signs definitive transaction agreement with Nobel Biocare

Danaher Corporation (NYSE: DHR) has entered into a definitive transaction agreement with Nobel Biocare Holding AG ("Nobel Biocare") (SIX Swiss Exchange: NOBN) pursuant to which Danaher Corporation or one of its direct or indirect subsidiaries ("Danaher") will commence a tender offer for all publicly held registered shares of Nobel Biocare in an all-cash transaction valued at approximately $2.2 billion. The deal is expected to widen Danaher's market presence in the global dental industry and allow Nobel Biocare to accelerate its strategic objectives and future growth.

Under the terms of the transaction agreement, Danaher will commence a voluntary all-cash public tender offer of CHF 17.10 per Nobel Biocare share to purchase all of Nobel Biocare's publicly held registered shares. The pre-announcement of the public tender offer is published today. The offer prospectus is expected to be published on or around October 1, 2014 and the offer period during which Nobel Biocare shareholders may tender their registered shares is expected to start on or around October 16, 2014. Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader and pioneer in the field of innovative implant-based dental restorations and currently serves customers in 80 markets globally. The Company's portfolio of solutions includes dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. In 2013, Nobel Biocare generated annual revenues of EUR 567 million (approximately $750 million based on 2013 calendar year-end exchange rates).

Nobel Biocare would become part of Danaher's $2.2 billion Dental segment and complements Danaher's position in the implant industry.

Henk van Duijnhoven, Senior Vice President of Danaher's Dental segment, said, "Nobel Biocare has a very strong track record as an innovator and leader in the attractive market for dental implant and prosthetic solutions. Bringing Nobel Biocare's deep expertise in implant dentistry, digital prosthetics and software together with our extensive knowledge in 3D imaging, intraoral scanning and digital restorative solutions will further enable us to optimize clinical workflows to the benefit of patients and dental practitioners. This combination will help us build a strong platform for future growth."

Danaher's President and CEO, Thomas P. Joyce, Jr., said, "Nobel Biocare's broad reach and leadership position make it one of the strongest global brands in the dental industry today. We believe that application of the Danaher Business System will provide Nobel Biocare with a unique opportunity to further accelerate growth, expand margins, strengthen its market presence and develop innovative solutions for dental patients and practitioners around the world."

The Nobel Biocare Board of Directors has recommended that Nobel Biocare shareholders accept and tender their shares into the offer, which represents a premium of approximately 23% to Nobel Biocare's closing price on July 28, 2014, the day before market speculation began regarding a potential sale of the Company, or 28% on the basis of the 60 day volume-weighted average price on that date. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The offer is expected to be completed in late 2014 or early 2015.


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