Danaher Corporation and Keithley Instruments, Inc. announced that they have entered into a definitive merger agreement pursuant to which Danaher will acquire all of the outstanding Common Shares and Class B Common Shares of Keithley at a purchase price of $21.60 per share in cash for an enterprise value of approximately $300 million net of cash to be assumed. The acquisition has been unanimously approved by the Keithley Board of Directors.
Keithley Instruments, Inc. designs, develops, manufactures, and markets complex electronic instruments and systems geared to the specialized needs of engineers at electronics manufacturers and academic institutions for research, product development, high-performance production testing and process monitoring. The company currently offers approximately 150 products used to source, measure, connect, control or communicate direct current (DC), and alternating current (AC) signals. Keithley’s product offerings include integrated systems solutions, along with instruments and data acquisition modules that can be used as system components or stand-alone solutions. Upon closing Keithley will be part of Danaher’s Tektronix business.
“We are excited about the opportunity to acquire a premier brand and technology leader in bench solutions,” said Jim Lico, Executive Vice President – Danaher. “Along with Fluke and Tektronix, Keithley further solidifies Danaher’s leading position in the Test & Measurement industry and presents an attractive value creation opportunity.”
“We believe this transaction creates significant value for Keithley’s shareholders and I am excited about the opportunity this transaction represents for Keithley’s customers and employees,” said Joseph P. Keithley, Chairman, President and CEO of Keithley. “Danaher has a great history of nurturing leading brand names within the Test & Measurement industry and we look forward to joining the Danaher team.”
The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by Keithley’s shareholders, and is expected to be completed during the fourth quarter of calendar 2010. A partnership affiliated with Joseph P. Keithley has agreed to vote a number of Class B Common Shares representing 19.99% of the voting power of the Company in favor of the merger.
Danaher is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our portfolio of premier brands is among the most highly recognized in each of the markets we serve. Driven by a foundation provided by the Danaher Business System, our 47,000 associates serve customers in more than 125 countries and generated $11.2 billion of revenue in 2009. For more information please visit our website: www.danaher.com.
With more than 60 years of measurement expertise, Keithley Instruments has become a world leader in advanced electrical test instruments and systems. Our customers are scientists and engineers in the worldwide electronics industry involved with advanced materials research, semiconductor device development and fabrication, and the production of end products such as portable wireless devices. The value we provide them is a combination of products for their critical measurement needs and a rich understanding of their applications to improve the quality of their products and reduce their cost of test. We serve customers in more than 80 countries and generated $102.5 million of revenue during our fiscal year ended September 30, 2009.
Additional Information and Where to Find It
Keithley intends to file with the Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Keithley. Before making any voting or investment decision with respect to the merger, investors and shareholders of Keithley are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Keithley with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov , or by going to Keithley’s website at ir.keithley.com .