Heerbrugg, Switzerland – Following the Hexagon offer, Danaher Corporation approached Leica Geosystems with a view to making a friendly cash offer for the company. After confidential discussions between Danaher and Leica Geosystems, Danaher Corporation today officially pre-announced its cash offer at CHF 500 per share for 100 per cent of the issued and to be issued share capital of Leica Geosystems (the "Danaher Offer"). The Board of Leica Geosystems believes that the Danaher Offer clearly represents superior value for its shareholders compared to Hexagon’s offer which the Board has unanimously rejected. Danaher Corporation has confirmed its commitment to maintain Leica Geosystems’ identity and to safeguard the interests of its customers and employees. Accordingly, the Board of Leica Geosystems has decided to recommend the Danaher Offer.
In its response to the unsolicited offer of Hexagon, the Board of Leica Geosystems announced that it was exploring, and prepared to pursue, other alternatives to the Hexagon offer, provided that such alternatives represented fair value for Leica Geosystems shareholders. In exercising its fiduciary duties, the Board negotiated and agreed on the terms and conditions of the Danaher Offer. The Board’s view is supported both by advice received from its investment bank, Credit Suisse First Boston, and by Lombard Odier Darier Hentsch, which is rendering a Fairness Opinion for the Board of Leica Geosystems.
Mario Fontana, Leica Geosystems’ Chairman said: "We are glad to see that Danaher’s friendly offer fairly reflects the value creation potential of Leica Geosystems’ mid term strategic and financial plan."
Danaher Corporation intends to support the continued execution of Leica Geosystems’ strategy and business plan and to accelerate the implementation of Leica Geosystems’ successful profitable growth strategy, notably in the US market where Leica Geosystems has significant scope for expansion. Also, Danaher intends to provide Leica Geosystems with support to grow via acquisitions by contributing its unique management tools, its global commercial platform and the financial flexibility required to fuel such rapid development.
Hans Hess, Leica Geosystems’ CEO: "Danaher shares the same values of innovation and customer focus and will be a good partner to further strengthen Leica Geosystems position as a leading global company in the attractive geospatial information market. The friendly approach of Danaher will allow us to build a strong common vision on how the company can continue to explore its full potential."
All Leica Geosystems shareholders that have tendered their shares into Hexagon’s offer as posted on June 27th, 2005 can withdraw their acceptance and can tender into the Danaher Offer.
