Today Danaher Corporation published the public tender offer for all publicly held registered shares of Nobel Biocare Holding AG with a par value of CHF 0.40 each, as announced on September 15, 2014. The offer price is CHF 17.10 in cash per registered share.
On September 14, 2014 Nobel Biocare's Board of Directors unanimously decided (with one member not participating) to recommend that Nobel Biocare's shareholders accept the offer of Danaher. The Board of Directors of Nobel Biocare reviewed the offer in detail and determined that the all cash offer is in the best interests of Nobel Biocare, its shareholders, employees, customers and suppliers. The report of the Board of Directors regarding the offer has been published in the offer prospectus of Danaher today.
N+1 Swiss Capital AG provided a fairness opinion for Nobel Biocare’s Board of Directors in which it confirmed that the offer price of CHF 17.10 in cash per registered share is fair and appropriate from a financial point of view.
On September 29, 2014 the Swiss Takeover Board decided that the offer of Danaher is compliant with the statutory provisions relating to public tender offers.
The fairness opinion can be obtained from Nobel Biocare (tel.: +41 (0)43 211 42 30; e-mail: firstname.lastname@example.org) or downloaded from http://corporate.nobelbiocare.com/en/investors/offer_restrictions/default.aspx. The offer prospectus including the report of the Board of Directors can be obtained from Credit Suisse AG, Zurich (tel.: +41 (0)44 333 43 85; e-mail: email@example.com) or downloaded from http://phx.corporate-ir.net/phoenix.zhtml?c=82105&p=irol-irhome.
Indicative, further timeline of the transaction
October 1, 2014
Publication of offer prospectus by Danaher
October 16 – November 14, 2014, 4pm CET
November 17, 2014
Preliminary announcement of interim results
November 21 – December 4, 2014, 4pm CET
Additional acceptance period
December 05, 2014
Preliminary announcement of final result
December 11, 2014
Investor & Corporate Relations
Tel: +41 43 211 42 30, +41 79 430 81 46
Interim Report 3, 2014: November 6, 2014
Full Year Report 2014: February 19, 2015
Nobel Biocare (NOBN, SIX Swiss Exchange) is a world leader in the field of innovative implant-based dental restorations. The company’s portfolio offers solutions from single tooth to fully edentulous indications with dental implant systems (including key brands NobelActive®, Brånemark System® and NobelReplace®), a comprehensive range of high-precision individualized prosthetics and CAD/CAM systems (NobelProcera®), diagnostics, treatment planning and guided surgery solutions (NobelClinician™ and NobelGuide®) and biomaterials (creos™). Nobel Biocare supports its customers through all phases of professional development, offering world-class training and education along with practice support and patient information materials. The company is headquartered in Zurich, Switzerland, currently employs approximately 2,500 employees worldwide and recorded revenue of EUR 566.8 million in 2013. Production takes place at seven sites located in Canada, Israel, Japan, Sweden, and the United States. Products and services are available in over 80 countries through subsidiaries and distributors.
Danaher Corporation (NYSE: DHR) is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands have unparalleled leadership positions in some of the most demanding and attractive industries, including health care, environmental and communications. The company’s globally diverse team of 66,000 associates is united by a common culture and operating system, the Danaher Business System. In 2013, Danaher generated $19.1 billion in revenue and its market capitalization exceeded $50 billion. For more information please visit www.danaher.com.
This media release contains forward-looking statements based on beliefs of Nobel Biocare’s management. When used in this media release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the medical field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Nobel Biocare as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Nobel Biocare disclaims any intention or obligation to update these forward-looking statements.
The public tender offer (“Tender Offer” or “Offer”) will not be made, directly or indirectly, in any country or jurisdiction in which such Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Danaher Corporation or any of its affiliates to change or amend the terms or conditions of the Offer in any way, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Nobel Biocare by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer is being made for the registered shares of Nobel Biocare, a Swiss company, and is subject to Swiss disclosure requirements, which are different from those of the United States (U.S.). U.S. holders of Nobel Biocare shares are encouraged to consult with their own Swiss advisors in connection with the Offer.
The receipt of cash pursuant to the Offer by a U.S. holder of Nobel Biocare shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder of Nobel Biocare is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
According to the laws of Switzerland, Nobel Biocare shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Nobel Biocare shares is launched.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since Nobel Biocare is located in a non-U.S. jurisdiction, and some or all of its or Danaher's officers or directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Danaher, its subsidiaries or any of its or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Nobel Biocare shares outside the U.S., other than pursuant to the Offer. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on Danaher's website to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland.
This communication is directed only at persons in the United Kingdom (U.K.) who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia and Japan
The Offer is not addressed to shareholders of Nobel Biocare whose place of residence, seat or habitual abode is in Australia or Japan, and such shareholders may not accept the Offer.
Nobel Biocare is a world leader in the field of innovative implant-based dental restorations. The company’s portfolio offers solutions from single tooth to fully edentulous indications with dental implant systems (including key brands NobelActive®, Brånemark System® and NobelReplace®), a comprehensive range of high-precision individualized prosthetics and CAD/CAM systems (NobelProcera®), diagnostics, treatment planning and guided surgery solutions (NobelClinician® and DTX Studio™) and biomaterials (creos™). Nobel Biocare supports its customers through all phases of professional development, offering world-class training and education along with practice support and patient information materials. The company is headquartered in Zurich, Switzerland. Production takes place at six sites located in the United States, Sweden, Japan and Israel. Products and services are available in over 80 countries through subsidiaries and distributors.