Washington, DC—Danaher Corporation, a science and technology company, entered into a definitive merger agreement with color matching product maker X-Rite, Inc., of Grand Rapids, Michigan.
According to the agreement Danaher will acquire X-Rite by making a cash tender offer to acquire all of the outstanding shares of X-Rite common stock at $5.55 per share, or about $625 million, including debt assumed and net of cash acquired. If approved, Danaher will also acquire color systems developer Pantone, which is an X-Rite brand.
Upon closing, X-Rite will become a part of Danaher’s Product Identification group. “We are excited about the opportunity to acquire two premier brands in X-Rite and Pantone,” said William K. Daniel II, executive vice president of Danaher. “Color measurement is an attractive market adjacency to our existing Product Identification businesses. X-Rite’s color measurement technologies complement Esko’s digital packaging design capabilities to provide customers with a full range of solutions to meet their packaging and design needs.”
Thomas J. Vacchiano Jr., X-Rite’s CEO added, “Joining Danaher enhances X-Rite’s ability to achieve our growth goals while realizing a significant and immediate all-cash premium for X-Rite stockholders. Danaher’s global scale, market presence and resources will allow X-Rite to accelerate our growth, particularly for our key strategic initiatives like PantoneLive and Appearance solutions. As part of Danaher, X-Rite will be able to expand our access to new markets and complementary technologies. Our commitment to our customers, employees, partners and local communities remains unchanged. We expect X-Rite customers and employees to benefit from our being part of a larger, stronger company focused on growth and innovation and which shares our passion for retaining, developing and recruiting the best talent available.”
Upon completion of the transaction, X-Rite will operate as a stand-alone company within Danaher’s Product Identification group. X-Rite’s existing management team will continue to hold key senior leadership positions following the close of the transaction, and it will continue to do business under its existing X-Rite, Pantone and other brands.
The X-Rite board of directors unanimously recommended that X-Rite shareholders accept and tender their shares into the offer. The offer is subject to customary conditions, including tender of a majority of the outstanding shares into the offer (on a fully diluted basis), applicable regulatory approvals and the absence of a material adverse change with respect to X-Rite. Certain shareholders representing approximately 68% of the voting power of X-Rite’s outstanding shares intend to tender their shares into the offer. The transaction is expected to be completed during the second quarter of 2012. xritephoto.com