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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
AMENDMENT NO. 8
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SYBRON DENTAL SPECIALTIES, INC.
(Name of Subject Company)
DANAHER CORPORATION
SMILE ACQUISITION CORP.
(Name of Filing Persons--Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
871142105
(CUSIP Number of Class of Securities)
Daniel L. Comas
Executive Vice President and Chief Financial Officer
Danaher Corporation
2099 Pennsylvania Avenue, NW
12th Floor
Washington, D.C. 20006
(202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-Copies to-
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
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CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
------------------------------------- ----------------------------------
2,046,908,434* $219,019*
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* Estimated for purposes of calculating the amount of the filing fee only.
The calculation of the filing fee is described on the cover page to the
Schedule TO filed on April 18, 2006.
[X] 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: $219,019 Filing Party: Danaher Corporation
Form or Registration No.: Schedule TO Date Filed: April 18, 2006
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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: [X]
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This Amendment No. 8 amends and supplements the Tender Offer
Statement on Schedule TO, as amended, (the "SCHEDULE TO"), originally filed with
the Securities and Exchange Commission on April 18, 2006 and as amended and
supplemented by Amendment No. 1 on April 21, 2006, Amendment No. 2 on April 26,
2006, Amendment No. 3 on May 3, 2006, Amendment No. 4 on May 8, 2006, Amendment
No. 5 on May 11, 2006, Amendment No. 6 on May 16, 2006, and Amendment No. 7 on
May 17, 2006, by Danaher Corporation ("DANAHER"), a Delaware corporation, and
Smile Acquisition Corp. ("PURCHASER"), a Delaware corporation and an indirect
wholly owned subsidiary of Danaher. The Schedule TO relates to the offer by
Purchaser to purchase any and all of the outstanding shares of common stock, par
value $0.01 per share (the "SHARES"), of Sybron Dental Specialties, Inc., a
Delaware corporation ("SYBRON"), for $47.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 18, 2006 (the "OFFER TO PURCHASE"), and in the related
Letter of Transmittal. Copies of the Offer to Purchase and the related Letter of
Transmittal are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B),
respectively. Capitalized terms used and not defined herein shall have the
meanings assigned such terms in the Offer to Purchase and Schedule TO.
The Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
The subsequent offering period in the Offer expired at
midnight, New York City time, on May 18, 2006. Based on the final count by the
Depositary, 38,958,190 Shares were tendered and not properly withdrawn,
including 851,655 Shares tendered by notice of guaranteed delivery, which
represents approximately 96.07% of all outstanding Shares. The Purchaser has
accepted all these Shares for payment and has paid or will promptly pay the
Offer Price in respect of such Shares.
The full text of the press release announcing the expiration
of the subsequent offering period in the Offer and the final results of the
Offer is attached as Exhibit (a)(5)(H) hereto and is incorporated herein by
reference.
The Merger was consummated effective as of 9:00 am Eastern
time on May 19, 2006 without a meeting of Sybron's stockholders in accordance
with Delaware's short-form merger statute. As a result of the Merger, each
remaining outstanding Share was converted into the right to receive $47.00 per
Share, net to the seller in cash without interest, other than Shares held by
Danaher or any of its subsidiaries, Sybron, or Shares held by Sybron's
stockholders that perfect their rights to appraisal in accordance with Delaware
law.
The full text of the press release announcing the consummation
of the Merger is attached as Exhibit (a)(5)(I) hereto and is incorporated herein
by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding thereto
the following:
(a)(5)(H) Text of press release issued by Danaher and Sybron dated May
19, 2006.
(a)(5)(I) Text of press release issued by Danaher dated May 19, 2006.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2006
DANAHER CORPORATION
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: Executive Vice President
and Chief Financial Officer
SMILE ACQUISITION CORP.
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: President
EXHIBIT INDEX
*(a)(1)(A) Offer to Purchase, dated April 18, 2006.
*(a)(1)(B) Form of Letter of Transmittal.
*(a)(1)(C) Form of Notice of Guaranteed Delivery.
*(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
*(a)(5)(A) Text of press release issued by Danaher dated April 12, 2006.
*(a)(5)(B) Form of summary advertisement dated April 18, 2006.
*(a)(5)(C) Excerpt from transcript of Danaher's first quarter 2006
earnings call, dated April 20, 2006.
*(a)(5)(D) Text of press release issued by Danaher dated May 3, 2006.
*(a)(5)(E) Text of press release issued by Danaher and Sybron dated May
5, 2006.
*(a)(5)(F) Text of press release issued by Danaher dated May 11, 2006.
*(a)(5)(G) Text of press release issued by Danaher and Sybron dated May
16, 2006.
(a)(5)(H) Text of press release issued by Danaher and Sybron dated May
19, 2006.
(a)(5)(I) Text of press release issued by Danaher dated May 19, 2006.
*(a)(6)(A) Complaint titled Dolphin Limited Partnership I, L.P. et al. v.
Sybron Dental Specialties, Inc. et al., filed on April 24,
2006, in the Superior Court of the State of California, County
of Orange, Case No. 06CC00082.
*(a)(6)(B) Memorandum of Understanding, dated May 5, 2006.
*(b)(1) Credit Agreement, dated as of April 25, 2006, among Danaher
Corporation and Bank of America, N.A., et al.
*(b)(2) Commitment letter with respect to a US$700,000,000 364 Day
Revolving Credit Facility for Danaher Corporation, dated April
11, 2006, by UBS Loan Finance LLC.
*(b)(3) Commercial Paper Dealer Agreement between Danaher Corporation,
as Issuer, and Goldman, Sachs & Co., as Dealer, dated May 5,
2006 (filed as Exhibit 10.1 to the Form 8-K filed by Danaher
with the SEC on May 11, 2006 and incorporated herein by
reference).
*(b)(4) Commercial Paper Issuing and Paying Agent Agreement by and
between Danaher Corporation and Deutsche Bank Trust Company
Americas, dated May 5, 2006 (filed as Exhibit 10.2 to the Form
8-K filed by Danaher with the SEC on May 11, 2006 and
incorporated herein by reference).
*(b)(5) Dealer Agreement between Danaher European Finance S.A., as
Issuer, Danaher Corporation, as Guarantor, and Lehman Brothers
International (Europe), as Dealer and Arranger, dated May 8,
2006 (filed as Exhibit 10.3 to the Form 8-K filed by Danaher
with the SEC on May 11, 2006 and incorporated herein by
reference).
*(b)(6) Issuing and Paying Agency Agreement among Danaher European
Finance S.A., Danaher Corporation and Deutsche Bank AG, London
Branch dated May 8, 2006 (filed as Exhibit 10.4 to the Form
8-K filed by Danaher with the SEC on May 11, 2006 and
incorporated herein by reference).
*(b)(7) Credit Agreement, dated as of May 9, 2006, among the lenders
referred to therein, UBS Securities LLC, as Syndication Agent,
Documentation Agent, Lead Arranger and Book Manager, and UBS
AG, Stamford Branch, as Administrative Agent (filed as Exhibit
10.5 to the Form 8-K filed by Danaher with the SEC on May 11,
2006 and incorporated herein by reference).
*(b)(8) Summary of the Global Commercial Paper Program and the $700
Million Credit Facility (filed as Item 1.01 to the Form 8-K
filed by Danaher with the SEC on May 11, 2006 and incorporated
herein by reference).
*(d)(1) Agreement and Plan of Merger, dated as of April 12, 2006,
between Danaher, the Purchaser and Sybron.
*(d)(2) Confidentiality Agreement, dated as of March 13, 2006, between
Danaher and Sybron.
(g) None.
(h) Not applicable.
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* Previously filed.