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.
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.
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.