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Danaher to buy Pall in $13.8 billion transaction

Staff writer ▼ | May 13, 2015
Danaher Corporation has entered into a definitive merger agreement with Pall Corporation to acquire all of its outstanding shares for $127.20 per share in cash.
Acquisition   $127.20 per Pall Corporation share in cash
This is a total enterprise value of approximately $13.8 billion, including assumed debt and net of acquired cash.

Pall is a provider of filtration, separation and purification solutions that remove contaminants or separate substances from a variety of solids, liquids and gases.

In its fiscal year ended July 2014, Pall generated consolidated revenues of $2.8 billion, with $1.5 billion from its Life Sciences segment and $1.3 billion from its Industrial segment.

The Life Sciences segment serves customers in the fast-growing biopharmaceutical market, as well as food & beverage and medical end markets.

The Industrial segment serves customers in the process technologies, aerospace and microelectronics markets.

The acquisition has been unanimously approved by the board of of each company, and the Pall board unanimously recommended that Pall shareholders approve the transaction. The merger is subject to customary conditions, including approval by Pall's shareholders, receipt of applicable regulatory approvals and the absence of a material adverse effect on Pall.

The transaction is expected to be completed around the end of calendar year 2015. Danaher estimates the Pall acquisition will be approximately $0.40 accretive to non-GAAP, adjusted diluted net earnings per share in 2016, excluding non-cash amortization, purchase accounting and transaction expenses.

Danaher expects to finance the transaction primarily with available cash and proceeds from the issuance of debt or new credit facilities.

Danaher Corporation announced its intention to separate the company into two independent, publicly traded companies.

A science and technology growth company united by common business model characteristics, including significant recurring revenue and an attractive margin profile. The company will retain the Danaher name.

Collectively, its businesses generated approximately $16.5 billion in revenues (including Pall Corporation, which Danaher has signed an agreement to acquire), in their most recently completed fiscal years.

A diversified industrial growth company (NewCo) with market leading positions, strong brand names and tremendous free cash flow generation.

NewCo's businesses generated approximately $6 billion in revenues in the most recently completed fiscal year. The transaction is expected to occur through a tax-free separation.