Danaher

Topics: Corporate finance, U.S. Securities and Exchange Commission, Stock Pages: 177 (56344 words) Published: July 9, 2013
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

IRIS INTERNATIONAL, INC.
(Name of Subject Company (Issuer))

DAPHNE ACQUISITION CORPORATION
(Offeror) An Indirect Wholly Owned Subsidiary of

DANAHER CORPORATION
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

46270W105
(CUSIP Number of Class of Securities)

Jonathan P. Graham
Senior Vice President - General Counsel Attila I. Bodi Vice President and Chief Counsel, M&A 2200 Pennsylvania Avenue, N.W., Suite 800W Washington, D.C. 20037-1701 (202) 828-0850
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Daniel Wolf, Esq. David B. Feirstein, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022
(212) 446-4800

CALCULATION OF FILING FEE
Transaction Valuation(1)
Amount of Filing Fee(2)

$400,876,125

$45,940.40

(1) Estimated solely for purposes of calculating the amount of the filing fee. This amount is based on the offer to purchase all 20,557,750 outstanding shares of common stock of IRIS International, Inc. (“IRIS”), calculated on a fully diluted basis per information provided by IRIS, at a purchase price of $19.50 cash per share, as of September 18, 2011, the most recent practicable date. (2) Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0001146.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A Form of Registration No.: N/A

Filing Party: N/A Date Filed: N/A

Check the appropriate boxes below to designate any transactions to which the statement relates:

x ¨ ¨

Third-party tender offer subject to Rule 14d-1. Issuer tender offer subject to Rule 13e-4. Going-private transaction subject to Rule 13e-3.

¨

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ ¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) Daphne Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Danaher Corporation, a Delaware corporation (“Parent”), and (ii) Parent. This Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of IRIS International, Inc., a Delaware corporation (the “Company”), at a price of $19.50 per Share net to the seller in cash without interest and less any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated September 20, 2012 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.” All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 1.

Summary Term Sheet.

Regulation M-A Item 1001
The...
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