Beckman Coulter Inc., a wholly owned subsidiary of Danaher Corp., announced that Danaher Corp. and a wholly owned subsidiary of Beckman Coulter have entered into a definitive merger agreement with IRIS International Inc. pursuant to which Beckman Coulter will acquire IRIS for $19.50 per share in cash, or an aggregate purchase price of approximately $378 million.
Under the terms of the definitive merger agreement, Danaher Corp., through a wholly owned subsidiary of Beckman Coulter, will commence a cash tender offer to purchase all of the outstanding shares of IRIS's common stock for $19.50 per share. The closing of the tender offer is subject to customary terms and conditions, including tender of a majority of the outstanding shares into the offer (on a fully diluted basis), applicable regulatory approvals, and other customary closing conditions. The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $19.50 per share in cash.
The IRIS Board of Directors has unanimously approved the transaction and recommended that IRIS shareholders tender their shares into the offer. The transaction is expected to close in the fourth quarter.Source: Beckman Coulter