Pacific Scientific Shareholders to Vote on Danaher Offer

Newport Beach, Calif.— Pacific Scientific Co.'s shareholders will vote March 27 on the proposed $460 million acquisition of the company by a wholly owned subsidiary of Danaher Corp. (Washington, D.C.). Shareholders on record as of Feb. 25 will be able to vote at the special meeting, which was called by Pacific Scientific's board of directors on Feb.

03/01/1998


Newport Beach, Calif.— Pacific Scientific Co.'s shareholders will vote March 27 on the proposed $460 million acquisition of the company by a wholly owned subsidiary of Danaher Corp. (Washington, D.C.). Shareholders on record as of Feb. 25 will be able to vote at the special meeting, which was called by Pacific Scientific's board of directors on Feb. 17.

According to a merger agreement signed Jan. 31 by the two companies, Danaher's subsidiary would pay Pacific Scientific's investors about $30.25 per share. The offer also includes some Pacific Scientific debts, which would be assumed by Danaher. Besides needing a positive vote from Pacific Scientific's shareholders, Danaher's offer is also subject to federal regulatory approval.

"We're pleased with the combination of Danaher and Pacific Scientific. The businesses Danaher will be acquiring represent attractive strategic opportunities for our process/environmental controls segment," said George Sherman, Danaher's president and ceo.

Lester Hill, Pacific Scientific's chairman and ceo, added that, "I'm very excited that our board and management have fulfilled their promise to deliver full value for shareholders. The global strength of Danaher will allow customers worldwide to enjoy the performance of Pacific Scientific products, while accelerating our improvement process to enhance quality, manufacturing efficiency, and customer service."

Kollmorgen's out

This agreement killed an earlier $23.75-per-share offer from Kollmorgen Corp. (Waltham, Mass.) and cancelled that company's special shareholder meeting scheduled for Feb. 10. Kollmorgen also announced recently that it is withdrawing its recent federal litigation against Pacific Scientific, which had been filed in the U.S. District Court's Central California District.

"Our offer of $23.75 per share for Pacific Scientific was as far as we at Kollmorgen could go based solely on public information. Despite our repeated requests, Pacific Scientific declined to give us access to confidential information that might have warranted a higher offer. Accordingly, we have determined that the appropriate course of action was to terminate our offer," explains Gideon Argov, Kollmorgen's president and ceo. "The valuation accorded Pacific Scientific by Danaher clearly validates our strategy of focusing on the high performance electronic motion control market. Our objective remains to be the leading company in this field on a worldwide basis, and we will continue to build Kollmorgen toward that end, customer by customer and product by product."





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