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As filed with the U.S. Securities and Exchange Commission on November 15, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ENVISTA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
3843
83-2206728
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
200 S. Kraemer Blvd., Building E
Brea, California 92821-6208
(714) 817-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
Mark E. Nance
Senior Vice President, General Counsel and Secretary
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821-6208
(714) 817-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
Copies to:
James F. O’Reilly
Thomas W. Greenberg
Gregory P. Rodgers
Benjamin J. Cohen
Vice President, Associate General Counsel and Secretary
Skadden, Arps, Slate, Meagher & Flom LLP
Latham & Watkins LLP
Danaher Corporation
Four Times Square
885 Third Avenue
2200 Pennsylvania Avenue, N.W., Suite 800W
New York, New York 10036
New York, New York 10022
Washington, D.C. 20037-1701
Telephone: (212) 735-3000
Telephone: (212) 906-1200
Telephone: (202) 828-0850
Facsimile: (212) 735-2000
Facsimile: (212) 751-4864
 
Approximate date of commencement of proposed sale to the public: As promptly as practicable after the filing of this registration statement and the satisfaction or, where legally permitted, waiver of the other conditions to the commencement of the exchange offer described herein.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 



If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to be Registered
Amount to be Registered (1)
Proposed Maximum Offering Price per Share
Proposed
Maximum
Aggregate
Offering Price (2)
Amount of Registration Fee (3)
Common stock, par value $0.01 per share
127,868,000
N/A
$3,378,872,138
$438,578
______________
(1) 
Represents the maximum number of shares of common stock, par value $0.01 per share, of Envista Holdings Corporation, a Delaware corporation (“Envista Common Stock”), to be exchanged for shares of common stock, par value $0.01 per share, of Danaher Corporation, a Delaware corporation (“Danaher Common Stock”), as described in the prospectus filed as part of this registration statement.
(2) 
This maximum aggregate offering price assumes the acquisition of up to 24,819,099 shares of Danaher Common Stock in exchange for up to 127,868,000 shares of Envista Common Stock held by Danaher Corporation. This maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(f) under the Securities Act of 1933, as amended (the “Securities Act”), is based on the product of (i) $136.14, the average of the high and low prices of Danaher Common Stock as reported on the New York Stock Exchange on November 14, 2019 and (ii) 24,819,099, the maximum number of shares of Danaher Common Stock to be acquired in the exchange offer (based on the indicative exchange ratio of 5.1520 shares of Envista Common Stock per share of Danaher Common Stock in effect following the close of trading on the New York Stock Exchange on November 14, 2019, the last trading day prior to commencement of the exchange offer).
(3) 
Computed in accordance with Rule 457(f) under the Securities Act to be $438,578, which is equal to 0.0001298 multiplied by the proposed maximum aggregate offering price of shares of Danaher Common Stock to be acquired of $3,378,872,138.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.



The information in this prospectus may change. Danaher Corporation may not complete the exchange offer and the securities being registered may not be exchanged or distributed until the registration statement filed with the Securities and Exchange Commission of which this prospectus forms a part is effective. This prospectus is not an offer to sell or exchange these securities and Danaher Corporation is not soliciting offers to buy or exchange these securities in any jurisdiction where the exchange offer or sale is not permitted.
DANAHER CORPORATION
Offer to Exchange Up to 127,868,000 Shares of Common Stock of
ENVISTA HOLDINGS CORPORATION
Which are Owned by Danaher Corporation for Outstanding Shares of Common Stock of
DANAHER CORPORATION
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 13, 2019, UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED.
Danaher Corporation, a Delaware corporation (“Danaher”), is offering to exchange (the “Exchange Offer”) up to an aggregate of 127,868,000 shares of common stock, par value $0.01 per share (“Envista Common Stock”), of Envista Holdings Corporation, a Delaware corporation (“Envista”), for outstanding shares of common stock of Danaher (“Danaher Common Stock”) that are validly tendered and not validly withdrawn.
This Exchange Offer is designed to permit you to exchange your shares of Danaher Common Stock for shares of Envista Common Stock at a 7% discount to the per-share value of Envista Common Stock, calculated as set forth in this prospectus subject to the upper limit described below. For each $100 of Danaher Common Stock accepted in this Exchange Offer, you will receive approximately $107.53 of Envista Common Stock, subject to an upper limit of 5.5784 shares of Envista Common Stock per share of Danaher Common Stock. This Exchange Offer does not provide for a lower limit or minimum exchange ratio. See “The Exchange Offer—Terms of the Exchange Offer.” IF THE UPPER LIMIT IS IN EFFECT AT THE TIME OF THE DETERMINATION OF THE FINAL EXCHANGE RATIO, THE FINAL EXCHANGE RATIO WILL BE FIXED AT THE UPPER LIMIT, AND UNLESS YOU PROPERLY WITHDRAW YOUR SHARES, YOU MAY RECEIVE LESS THAN $107.53 OF ENVISTA COMMON STOCK FOR EACH $100 OF DANAHER COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.
The value of the two stocks for purposes of the preceding paragraph and this Exchange Offer will be determined by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs”) of Danaher Common Stock (the “Average Danaher Price”) and Envista Common Stock (the “Average Envista Price”) on the New York Stock Exchange (“NYSE”) during the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer (the “Averaging Dates” and this three-day period, the “Averaging Period”), which, if the Exchange Offer is not extended or terminated, would be December 9, 10 and 11, 2019. See “The Exchange Offer—Terms of the Exchange Offer.”
Danaher Common Stock and Envista Common Stock are listed on the NYSE under the symbols “DHR” and “NVST,” respectively. The reported last sale prices of Danaher Common Stock and Envista Common Stock on the NYSE on November 14, 2019 were $136.15 and $28.38 per share, respectively. The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on November 14, 2019, based on the VWAPs of Danaher Common Stock and Envista Common Stock on November 12, 13 and 14, 2019, would have provided for 5.1520 shares of Envista Common Stock to be exchanged for every share of Danaher Common Stock accepted.
The final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Danaher Common Stock tendered is in effect, will be announced by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019). At such time, the final exchange ratio will be available at http://investors.danaher.com/envista-exchange-offer and from the information agent, Okapi Partners LLC, at 877-566-1922 (toll-free for stockholders, banks and brokers) or +1-212-297-0720 (all others outside the U.S.). Throughout the Exchange Offer, indicative exchange ratios (calculated in the manner described in this prospectus) also will be available on that website and from the information agent.
You should read carefully the terms and conditions of the Exchange Offer described in this prospectus. None of Danaher, Envista or any of their respective directors or officers or any of the dealer managers makes any recommendation as to whether you should tender all, some or none of your shares of Danaher Common Stock. You must make your own decision after reading this document and consulting with your advisors.
Danaher’s obligation to exchange shares of Envista Common Stock for shares of Danaher Common Stock is subject to the conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer.”
 
See “Risk Factors” beginning on page 24 for a discussion of factors that you should consider in connection with the Exchange Offer.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be exchanged under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The dealer managers for the Exchange Offer are: 
Goldman Sachs & Co. LLC
J.P. Morgan
 
The date of this prospectus is November 15, 2019.



TABLE OF CONTENTS
This prospectus incorporates by reference important business and financial information about Danaher from documents filed with the Securities and Exchange Commission (the “SEC”) that have not been included herein or delivered herewith. This information is available without charge at the website that the SEC maintains at http://www.sec.gov, as well as from other sources. See “Incorporation by Reference.” In addition, you may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus from Danaher, without charge, upon written or oral request to the information agent, Okapi Partners LLC, at 1212 Avenue of the Americas, 24th Floor, New York, NY 10036 or by calling 877-566-1922 (toll-free for stockholders, banks and brokers) or +1-212-297-0720 (all others outside the U.S.). In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the Exchange Offer.
This prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of Danaher Common Stock in any jurisdiction in which the offer, sale or exchange is not permitted. Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Danaher Common Stock or Envista Common Stock that may apply in their home countries. Danaher and Envista and the dealer managers cannot provide any assurance about whether such limitations exist.
As used in this prospectus, unless the context requires otherwise, (i) references to “Danaher” refer to Danaher Corporation, a Delaware corporation, and its subsidiaries other than Envista and Envista’s subsidiaries, and (ii) references to “Envista” refer to Envista Holdings Corporation, a Delaware corporation and its subsidiaries. Unless the context otherwise requires or unless expressly indicated, it is assumed throughout this prospectus that the Exchange Offer is fully subscribed and that all shares of Envista Common Stock held by Danaher are distributed pursuant to the Exchange Offer.

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Unless otherwise indicated, information contained in this prospectus concerning Envista’s industry and the markets in which Envista operates, including general expectations and market positions, market opportunity and market share, is based on information from third-party sources and estimates of Envista’s management. Management estimates are derived from publicly available information, knowledge of Envista’s industry and assumptions based on such information and knowledge, which Envista believes to be reasonable. Management estimates have not been verified by any independent source. In addition, assumptions and estimates of Envista’s and its industry’s future performances are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from Envista’s assumptions and estimates. See “Cautionary Statement Concerning Forward-Looking Statements.”
The name and mark, Envista, and other trademarks, trade names and service marks of Envista appearing in this prospectus are Envista’s property or, as applicable, licensed to Envista. The name and mark, Danaher Corporation, and other trademarks, trade names and service marks of Danaher appearing in this prospectus are the property of Danaher. This prospectus also contains additional trade names, trademarks and service marks belonging to other companies. Envista does not intend Envista’s use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Envista by, these other parties.

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INCORPORATION BY REFERENCE
The SEC allows certain information to be “incorporated by reference” into this prospectus by Danaher, which means that Danaher can disclose important information to you by referring you to another document it has separately filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Danaher has previously filed with the SEC. These documents contain important information about Danaher, its business, financial condition and results of operations:
Danaher SEC Filings
Danaher Annual Report on Form 10-K for the year ended December 31, 2018;
The portions of the Danaher Definitive Proxy Statement filed on March 27, 2019 that are incorporated by reference in the Danaher Annual Report on Form 10-K for the year ended December 31, 2018;
Danaher Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2019, June 28, 2019 and September 27, 2019; and
Danaher Current Reports on Form 8-K filed on February 25, 2019, March 1, 2019, May 8, 2019, August 29, 2019, September 5, 2019, September 18, 2019, September 20, 2019, October 31, 2019, November 7, 2019 and November 13, 2019 (in each case, only for those portions that have been filed rather than furnished for the report).
All documents filed by Danaher pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus to the date that the Exchange Offer is terminated or expires shall also be deemed to be incorporated into this prospectus by reference (except for any information therein which has been furnished rather than filed). Subsequent filings with the SEC will automatically modify and supersede the information in this prospectus.
Documents incorporated by reference are available without charge, upon written or oral request to the information agent, Okapi Partners LLC, at 1212 Avenue of the Americas, 24th Floor, New York, NY 10036 or by calling 877-566-1922 (toll-free for stockholders, banks and brokers) or +1-212-297-0720 (all others outside the U.S.). In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the Exchange Offer.
Where You Can Find More Information About Danaher and Envista
Danaher and Envista file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may access this information on the SEC’s website, which contains reports, proxy statements and other information that Danaher and Envista file electronically with the SEC. The address of that website is http://www.sec.gov. You may also consult Danaher’s and Envista’s websites for more information about Danaher and Envista, respectively. Danaher’s website is www.danaher.com. Envista’s website is www.envistaco.com. Information included on these websites is not incorporated by reference into this prospectus.
Envista has filed a registration statement on Form S-4 and Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”), of which this prospectus forms a part, to register with the SEC the shares of Envista Common Stock to be distributed to Danaher stockholders pursuant to the Exchange Offer and, in the event the Exchange Offer is not fully subscribed, a spin-off distribution of the remaining shares of Envista Common Stock held by Danaher. Danaher will file a Tender Offer Statement on Schedule TO with the SEC with respect to the Exchange Offer. This prospectus constitutes Danaher’s offer to exchange, in addition to being a prospectus of Envista. This prospectus does not contain all of the information set forth in the registration statement, the exhibits to the registration statement or the Schedule TO, selected portions of which are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information pertaining to Danaher, Danaher Common Stock, Envista and Envista Common Stock, reference is made to the registration statement and its exhibits and the Schedule TO. Statements contained in this prospectus or in any document incorporated herein by reference as to the contents of any contract or other document referred to in this prospectus or other documents that are incorporated herein by reference are not necessarily complete and, in each instance, reference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement contained in this prospectus is qualified in its entirety by reference to the underlying documents.

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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER
Danaher has decided to offer to exchange its remaining interest in Envista, consisting of 127,868,000 shares of Envista Common Stock, which represents approximately 80.6% of the outstanding common stock of Envista as of October 18, 2019, for outstanding shares of Danaher Common Stock. Following the Exchange Offer, Envista will be wholly independent from Danaher, except that certain agreements between Danaher and Envista will remain in place, and one or more Danaher executives are expected to continue to serve on Envista’s board of directors. See “Agreements Between Danaher and Envista and Other Related Person Transactions—Relationship between Envista and Danaher” and “Management of Envista—Directors.” The following are answers to common questions about the Exchange Offer.
1.
Why has Danaher decided to separate Envista from Danaher through the Exchange Offer?
Danaher has decided to commence the Exchange Offer to complete the Separation (as defined below under the section entitled “The Transaction”) of Danaher’s dental business now owned by Envista from Danaher’s remaining businesses in a tax-efficient manner, with the goal of enhancing stockholder value and better positioning Danaher to focus on its core businesses.
Danaher believes that the Separation and the Exchange Offer will, among other things, (a) create a fully independent company, Envista, focused exclusively on the dental business, which can pursue future business initiatives, including acquisitions and other capital investments, without the influence of a controlling stockholder, (b) create a widely held, publicly traded equity security linked only to the performance of the dental business, rather than together with Danaher’s other businesses, which can be used efficiently to attract, retain and incentivize employees of the dental business and to pursue attractive acquisition and capital raising opportunities, and (c) enhance the capital markets efficiency of Danaher Common Stock by eliminating a non-core business which investors may not appropriately value when assessing Danaher’s business operations.
2.
Why did Danaher choose an Exchange Offer as the way to separate Envista from Danaher?
Danaher believes that the Exchange Offer is a tax-efficient way to divest its remaining interest in Envista. The Exchange Offer is expected to qualify as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and thus will give Danaher’s stockholders an opportunity to adjust their current Danaher investment between Danaher and Envista in a tax-free manner for U.S. federal income tax purposes (except with respect to cash received in lieu of a fractional share).
Danaher and Envista also have significantly different competitive strengths and operating strategies and operate in different industries. The Exchange Offer is an efficient means of placing Envista Common Stock with holders of Danaher Common Stock who wish to directly own an interest in Envista and reducing the total number of shares of Danaher Common Stock outstanding.
3.
What is the main way that the relationship between Envista and Danaher will change after the Exchange Offer is completed?
Following the completion of the Exchange Offer, Danaher will no longer have any ownership interest in Envista. Envista will be able to pursue its own initiatives, regardless of whether those initiatives are consistent with Danaher’s strategy, subject to certain continuing agreements with Danaher.
4.
Will dividends be paid on Envista Common Stock?
Envista does not currently pay dividends and has not yet determined whether or the extent to which Envista will pay any dividends on Envista Common Stock. The payment of any dividends in the future, and the timing and amount thereof, to Envista’s stockholders will fall within the discretion of Envista’s board of directors. See “Risk Factors—Envista cannot guarantee the payment of dividends on Envista Common Stock, or the timing or amount of any such dividends.”
5.
Who may participate in the Exchange Offer and will it be extended outside the United States?
Any U.S. holder of Danaher Common Stock during the Exchange Offer period, which will be at least 20 business days, may participate in the Exchange Offer, including directors and officers of Danaher, Envista and their respective subsidiaries. This includes shares of Danaher Common Stock (or units in respect of shares of Danaher Common Stock) held for the account of participants of the Danaher Corporation & Subsidiaries Savings Plan, the Danaher Corporation & Subsidiaries Retirement & Savings Plan and the Danaher Corporation & Subsidiaries Puerto Rico Savings Plan (collectively, the “Savings Plans”).
Although Danaher may deliver this prospectus to stockholders located outside the United States, this prospectus is not an offer to sell or exchange, and it is not a solicitation of an offer to buy, any shares of Danaher Common Stock in any

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jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of Danaher Common Stock are listed.
Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Danaher has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of stockholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender Danaher Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Danaher or Envista to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.
All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Danaher or Envista to take any action to facilitate a public offering in that country or otherwise. Danaher will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.
Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Danaher Common Stock or Envista Common Stock that may apply in their home countries. Danaher and Envista and the dealer managers cannot provide any assurance about whether such limitations exist.
All holders who are tendering shares (or units in respect of shares) of Danaher Common Stock allocated to their Savings Plans accounts should follow the special instructions provided to them by or on behalf of their applicable plan administrator. Such participants may direct the applicable plan trustee to tender all, some or none of the shares of Danaher Common Stock allocated to their Savings Plan accounts, subject to certain limitations. To allow sufficient time for the tender of shares (or units in respect of shares) by the trustee of the applicable Savings Plan, tendering holders must provide the tabulator for the Savings Plans with the requisite instructions by the deadline specified in the special instructions provided to them, unless the Exchange Offer is extended. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of the holder’s direction also may be extended.
6.
How many shares of Envista Common Stock will I receive for my shares of Danaher Common Stock accepted in the Exchange Offer?
Unless the upper limit discussed below is in effect, the Exchange Offer is designed to permit you to exchange your shares of Danaher Common Stock for shares of Envista Common Stock so that for each $100 of Danaher Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Envista Common Stock based on the calculated per-share values determined by reference to the simple arithmetic average of the daily VWAPs for Danaher Common Stock and Envista Common Stock on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer). If the Exchange Offer is not extended or terminated, the Averaging Dates would be December 9, 10 and 11, 2019.
Please note, however, that the number of shares you can receive is subject to an upper limit of 5.5784 shares of Envista Common Stock for each share of Danaher Common Stock accepted in the Exchange Offer. If the upper limit is in effect at the time of the determination of the final exchange ratio, the final exchange ratio will be fixed at the upper limit, and unless you properly withdraw your shares, you may receive less than $107.53 of Envista Common Stock for each $100 of Danaher Common Stock that you tender, and you could receive much less. The Exchange Offer does not provide for a lower limit or minimum exchange ratio. In addition, because the Exchange Offer is subject to proration, the number of shares of Danaher Common Stock Danaher accepts in the Exchange Offer may be less than the number of shares you tender.
Danaher will announce the final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Danaher Common Stock validly tendered is in effect, at http://investors.danaher.com/envista-exchange-offer and by press release, no later than 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019).

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7.
Why is there an upper limit on the number of shares of Envista Common Stock I can receive for each share of Danaher Common Stock that I tender?
The number of shares you can receive is subject to an upper limit of 5.5784 shares of Envista Common Stock for each share of Danaher Common Stock accepted in the Exchange Offer. If the upper limit is in effect at the time of the determination of the final exchange ratio, the final exchange ratio will be fixed at the upper limit, and unless you properly withdraw your shares, you may receive less than $107.53 of Envista Common Stock for each $100 of Danaher Common Stock that you tender, and you could receive much less.
Danaher set this upper limit to ensure that any unusual or unexpected decrease in the trading price of Envista Common Stock, relative to the trading price of Danaher Common Stock, during the Exchange Offer period would not result in an unduly high number of shares of Envista Common Stock being exchanged for each share of Danaher Common Stock accepted in the Exchange Offer.
8.
What will happen if the upper limit is in effect?
Danaher will announce whether the upper limit on the number of shares that can be received for each share of Danaher Common Stock validly tendered is in effect at http://investors.danaher.com/envista-exchange-offer and by press release, no later than 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019). If the upper limit is in effect at that time, the final exchange ratio will be fixed at the upper limit, and unless you properly withdraw your shares, you may receive less than $107.53 of Envista Common Stock for each $100 of Danaher Common Stock that you tender, and you could receive much less.
9.
How are the Average Danaher Price and the Average Envista Price determined for purposes of calculating the number of shares of Envista Common Stock to be received for each share of Danaher Common Stock accepted in the Exchange Offer?
The Average Danaher Price and the Average Envista Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of Danaher Common Stock and Envista Common Stock, respectively, on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer). Danaher will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final. If the Exchange Offer is not extended or terminated, the Averaging Period would be December 9, 10 and 11, 2019. If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit, which means that you will receive 5.5784 shares of Envista Common Stock for each share of Danaher Common Stock accepted in the Exchange Offer.
10.
What is the daily volume-weighted average price or “VWAP”?
The daily VWAPs for shares of Danaher Common Stock or Envista Common Stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “DHR UN<Equity>AQR” with respect to Danaher Common Stock and “NVST UN<Equity>AQR” with respect to Envista Common Stock (or their equivalent successor pages if such pages are not available). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. Danaher will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final.
A website will be maintained at http://investors.danaher.com/envista-exchange-offer that will provide the daily VWAPs of both Danaher Common Stock and Envista Common Stock during the pendency of the Exchange Offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.
11.
How and when will I know the final exchange ratio?
The final exchange ratio that determines the number of shares of Envista Common Stock that you will receive for each share of Danaher Common Stock accepted in the Exchange Offer, including whether the upper limit on the number of shares that can be received for each share of Danaher Common Stock validly tendered is in effect, will be announced by press release by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019). At such time, the final exchange ratio will also be available at http://investors.danaher.com/envista-exchange-offer. In addition, as described below,

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you may also contact the information agent to obtain the final exchange ratio (after the time the final exchange ratio becomes available) at its toll-free number provided on the back cover of this prospectus.
12.
Will indicative exchange ratios be provided during the Exchange Offer period?
Yes. A website will be maintained at http://investors.danaher.com/envista-exchange-offer that will provide the daily VWAPs of both Danaher Common Stock and Envista Common Stock during the pendency of the Exchange Offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.
Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of Danaher Common Stock and Envista Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Danaher Common Stock and Envista Common Stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the last day of the Averaging Period.
During the first two days of the Averaging Period, the website will provide indicative exchange ratios calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of Danaher Common Stock and Envista Common Stock for that first day of the Averaging Period, and (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Danaher Common Stock and Envista Common Stock for the first and second days of the Averaging Period. The indicative exchange ratio will be updated at 4:30 p.m., New York City time, on each of the first two days of the Averaging Period. On the third day of the Averaging Period, the website will not provide an indicative exchange ratio but will provide the final exchange ratio. The final exchange ratio, including whether the upper limit on the number of shares of Envista Common Stock that can be received for each share of Danaher Common Stock validly tendered is in effect, will be announced by press release and be available on the website by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019).
In addition, a table indicating the number of shares of Envista Common Stock that you would receive per share of Danaher Common Stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the VWAPs of Danaher Common Stock and Envista Common Stock during the Averaging Period, is provided herein for purposes of illustration. See “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio.”
13.
What if the trading market in either shares of Danaher Common Stock or Envista Common Stock is disrupted on one or more days during the Averaging Period?
If a market disruption event (as defined below under “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio”) occurs with respect to shares of Danaher Common Stock or Envista Common Stock on any day during the Averaging Period, the simple arithmetic average stock price of Danaher Common Stock and Envista Common Stock will be determined using the daily VWAPs of shares of Danaher Common Stock and Envista Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, Danaher decides to extend the Exchange Offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs, Danaher may terminate the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer. See “The Exchange Offer—Conditions to Completion of the Exchange Offer.”
14.
Are there circumstances under which I would receive fewer shares of Envista Common Stock than I would have received if the exchange ratio were determined using the closing prices of the shares of Danaher Common Stock and Envista Common Stock on the expiration date of the Exchange Offer?
Yes. For example, if the trading price of Danaher Common Stock were to increase during the last two trading days of the Exchange Offer, the Average Danaher Price would likely be lower than the closing price of shares of Danaher Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Envista Common Stock for each $100 of Danaher Common Stock than you would otherwise receive if the Average Danaher Price were calculated on the basis of the closing price of shares of Danaher Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Envista Common Stock were to decrease during the last two trading days of the Exchange Offer, the Average Envista Price would likely be higher than the closing price of shares of Envista Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Envista Common Stock for each $100 of Danaher Common Stock than you would otherwise receive if the Average Envista Price were calculated on the basis of the closing price of shares of Envista

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Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer.”
15.
Will I receive any fractional shares of Envista Common Stock in the Exchange Offer?
No. Fractional shares of Envista Common Stock will not be distributed in the Exchange Offer. Instead, you will receive cash in lieu of a fractional share. The exchange agent, acting as agent for the Danaher stockholders otherwise entitled to receive a fractional share of Envista Common Stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of those stockholders. Any proceeds that the exchange agent realizes from the sale will be distributed, less any brokerage commissions or other fees, to each stockholder entitled thereto in accordance with such stockholder’s proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Envista Common Stock. As a result, stockholders may not receive fractional share proceeds at the same time they receive shares of Envista Common Stock.
16.
Will all the shares of Danaher Common Stock that I tender be accepted in the Exchange Offer?
Not necessarily. The maximum number of shares of Danaher Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Envista Common Stock held by Danaher divided by the final exchange ratio (which will be subject to the upper limit). Danaher holds 127,868,000 shares of Envista Common Stock. Accordingly, the largest possible number of shares of Danaher Common Stock that will be accepted equals 127,868,000 divided by the final exchange ratio. Depending on the number of shares of Danaher Common Stock validly tendered in the Exchange Offer and not validly withdrawn, and the Average Danaher Price and Average Envista Price, Danaher may have to limit the number of shares of Danaher Common Stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration; Odd-Lots.”
17.
Are there any conditions to Danaher’s obligation to complete the Exchange Offer?
Yes. Danaher is not required to complete the Exchange Offer unless the conditions described under “The Exchange Offer— Conditions to Completion of the Exchange Offer” are satisfied or, where legally permitted, waived before the expiration of the Exchange Offer. For example, Danaher is not required to complete the Exchange Offer unless (i) at least 38,360,400 shares of Envista Common Stock will be distributed in exchange for shares of Danaher Common Stock that are validly tendered in the Exchange Offer, and (ii) Danaher receives an opinion of its tax counsel, Davis Polk & Wardwell LLP (“Davis Polk”), to the effect that the Exchange Offer, together with the Separation and certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. The minimum number of shares of Danaher Common Stock that must be validly tendered in order for at least 38,360,400 shares of Envista Common Stock to be distributed in the Exchange Offer is referred to as the “Minimum Amount.” Danaher may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. Envista has no right to waive any of the conditions to the Exchange Offer.
18.
How many shares of Danaher Common Stock will Danaher acquire if the Exchange Offer is completed?
The number of shares of Danaher Common Stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio and the number of shares of Danaher Common Stock validly tendered and not validly withdrawn. The maximum number of shares of Danaher Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Envista Common Stock held by Danaher divided by the final exchange ratio (which will be subject to the upper limit). Danaher holds 127,868,000 shares of Envista Common Stock. Accordingly, the largest possible number of shares of Danaher Common Stock that will be accepted equals 127,868,000 divided by the final exchange ratio. For example, assuming that the final exchange ratio is 5.5784 (the upper limit for shares of Envista Common Stock that could be exchanged for one share of Danaher Common Stock), then Danaher would accept up to 22,921,984 shares of Danaher Common Stock.
19.
What happens if more than the minimum number of shares are validly tendered, but not enough shares of Danaher Common Stock are validly tendered to allow Danaher to exchange all of the shares of Envista Common Stock it owns?
If this Exchange Offer is consummated but less than all shares of Envista Common Stock owned by Danaher are exchanged because this Exchange Offer is not fully subscribed, the additional shares of Envista Common Stock owned by Danaher will be distributed in a spin-off on a pro rata basis to Danaher stockholders whose shares of Danaher Common Stock remain outstanding following the consummation of this Exchange Offer. Any Danaher stockholder who validly tenders (and does not properly withdraw) shares of Danaher Common Stock for Envista Common Stock in the Exchange Offer will waive their

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rights with respect to such shares to receive, and forfeit any rights to, Envista Common Stock distributed on a pro rata basis to Danaher stockholders in the spin-off in the event the Exchange Offer is not fully subscribed.
20.
What happens if the Exchange Offer is oversubscribed and Danaher is unable to accept all tenders of Danaher Common Stock at the final exchange ratio?
In that case, all shares of Danaher Common Stock that are validly tendered and not validly withdrawn will generally be accepted for exchange on a pro rata basis in proportion to the number of shares validly tendered, which is referred to as “proration.” Stockholders who beneficially own “odd-lots” (less than 100 shares) of Danaher Common Stock and who validly tender all of their shares will not be subject to proration. For instance, if you beneficially own 50 shares of Danaher Common Stock and tender all 50 shares, your odd-lot will not be subject to proration. If, however, you hold less than 100 shares of Danaher Common Stock, but do not tender all of your shares, you will be subject to proration to the same extent as holders of more than 100 shares if the Exchange Offer is oversubscribed. Direct or beneficial holders of 100 or more shares of Danaher Common Stock will be subject to proration. In addition, shares (or units in respect of shares) held on behalf of participants in the Savings Plans (each of which holds more than 100 shares of Danaher Common Stock) will be subject to proration.
Proration for each tendering stockholder will be based on the number of shares of Danaher Common Stock validly tendered by that stockholder in the Exchange Offer, and not on that stockholder’s aggregate ownership of Danaher Common Stock. Any shares of Danaher Common Stock not accepted for exchange as a result of proration will be returned to tendering stockholders. Danaher will announce its preliminary determination, if any, of the extent to which tenders will be prorated by press release by 9:00 a.m., New York City time, on the business day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be December 13, 2019). This preliminary determination is referred to as the “preliminary proration factor.” Danaher will announce its final determination of the extent to which tenders will be prorated by press release promptly after this determination is made. This final determination is referred to as the “final proration factor.”
21.
How long will the Exchange Offer be open?
The period during which you are permitted to tender your shares of Danaher Common Stock in the Exchange Offer will expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not amended or terminated, would be December 13, 2019), unless the Exchange Offer is extended or terminated. In addition, Danaher may extend the Exchange Offer in the circumstances described in “The Exchange Offer—Extension; Amendment—Extension or Amendment by Danaher.”
22.
Under what circumstances can the Exchange Offer be extended by Danaher?
Danaher can extend the Exchange Offer at any time, in its sole discretion, and regardless of whether any condition to the Exchange Offer has been satisfied or, where legally permitted, waived. If Danaher extends the Exchange Offer, it must publicly announce the extension by press release at any time prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Exchange Offer.
23.
How do I decide whether to participate in the Exchange Offer?
Whether you should participate in the Exchange Offer depends on many factors. You should examine carefully your specific financial position, plans and needs before you decide whether to participate, as well as the relative risks associated with an investment in Envista and Danaher.
In addition, you should consider all of the factors described in “Risk Factors.” None of Danaher, Envista or any of their respective directors or officers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of Danaher Common Stock. You must make your own decision after carefully reading this prospectus, and the documents incorporated by reference, and consulting with your advisors in light of your own particular circumstances. You are strongly encouraged to read this prospectus in its entirety, including all documents referred to herein, very carefully.
24.
How do I participate in the Exchange Offer?
The procedures you must follow to participate in the Exchange Offer will depend on whether you hold your shares of Danaher Common Stock in certificated form, in uncertificated form registered directly in your name in Danaher’s share register (“Direct Registration Shares”), or through a broker, dealer, commercial bank, trust company, custodian or similar institution or otherwise. For specific instructions about how to participate, see “The Exchange Offer—Procedures for Tendering.”

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25.
Can I tender only a part of my Danaher Common Stock in the Exchange Offer?
Yes. You may tender all, some or none of your shares of Danaher Common Stock.
26.
Will holders of Danaher stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) have the opportunity to exchange their awards for Envista Common Stock in the Exchange Offer?
No, holders of Danaher stock options, RSUs or PSUs cannot tender the shares underlying such awards in the Exchange Offer. If you hold shares of Danaher Common Stock as a result of the vesting and settlement of RSUs or PSUs or as a result of the exercise of vested stock options, in each case, during the Exchange Offer period, these shares can be tendered in the Exchange Offer.
27.
How can I participate in the Exchange Offer if shares of Danaher Common Stock are held for my account under a Savings Plan?
Shares of Danaher Common Stock (or units in respect of shares of Danaher Common Stock) held for the account of participants in the Savings Plans are eligible for participation in the Exchange Offer. A Savings Plan participant may direct that all, some or none of such shares or units allocated to his or her Savings Plan account be exchanged, subject to the Savings Plan’s rules for participating in the Exchange Offer.
A Savings Plan’s rules and procedures for tendering shares (or units in respect of shares) held by the Savings Plan for the account of participants will be different than those described in this prospectus. For example, the process for submitting instructions to tender or withdraw the tender of Savings Plan shares may be different, and the deadlines for receipt of such instructions may be earlier than the expiration date of the Exchange Offer (including any extensions thereof).
The Savings Plans’ rules are described in a separate notice, which will be made available to the Savings Plan participants. Savings Plan participants should consult this additional notice together with this prospectus in deciding whether or not to participate in the Exchange Offer with respect to their Savings Plan shares.
28.
What do I do if I want to retain all of my Danaher Common Stock?
If you want to retain your shares of Danaher Common Stock, you do not need to take any action in connection with the Exchange Offer.
29.
Will I be able to withdraw the shares of Danaher Common Stock that I tender in the Exchange Offer?
Yes. You may withdraw shares tendered at any time before the Exchange Offer expires. See “The Exchange Offer—Withdrawal Rights.” If you change your mind again before the expiration of the Exchange Offer, you can re-tender your shares of Danaher Common Stock by following the tender procedures again.
30.
Will I be able to withdraw the shares of Danaher Common Stock that I tender in the Exchange Offer before and after the final exchange ratio has been determined?
Yes. The final exchange ratio used to determine the number of shares of Envista Common Stock that you will receive for each share of Danaher Common Stock accepted in the Exchange Offer, including whether the upper limit is in effect, will be announced by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which date, if the Exchange Offer is not extended or terminated, would be December 11, 2019). The expiration date of the Exchange Offer may be extended or the Exchange Offer may be terminated. You have the right to withdraw shares of Danaher Common Stock you have tendered at any time before 12:00 midnight, New York City time, on the expiration date. If you change your mind again before the expiration of the Exchange Offer, you can re-tender shares of Danaher Common Stock by following the exchange procedures again prior to the expiration of the Exchange Offer. See “The Exchange Offer—Withdrawal Rights.”
If you are a registered holder of Danaher Common Stock (which includes persons holding certificated shares and Direct Registration Shares), you must provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). The information that must be included in that notice is specified under “The Exchange Offer—Withdrawal Rights.”
If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). If you hold

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your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered stockholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent. The Depository Trust Company (“DTC”) is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC until that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares the institution through which your shares are held must deliver a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). Such notice of withdrawal must be in the form of DTC’s notice of withdrawal. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the Exchange Offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.
If you hold your shares (or units in respect of shares) through the Savings Plans, you will be provided with special instructions by or on behalf of your plan administrator on how to withdraw your shares and you must deliver any required information in a timely manner in order for the tabulator for the Savings Plans to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, on the new plan participant withdrawal deadline).
31.
How soon will I receive delivery of my Envista Common Stock once I have validly tendered my Danaher Common Stock?
Assuming the shares of Danaher Common Stock validly tendered in the Exchange Offer have been accepted for exchange, the exchange agent will cause shares of Envista Common Stock to be credited in book-entry form to direct registered accounts maintained by Envista’s transfer agent for your benefit (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit you) promptly after the expiration of the Exchange Offer. See “The Exchange Offer—Delivery of Envista Common Stock; Book-Entry Accounts.”
32.
Will I be subject to U.S. federal income tax on the shares of Envista Common Stock that I receive in the Exchange Offer?
As noted above, the Exchange Offer is conditioned upon the receipt by Danaher of an opinion of Davis Polk, to the effect that the Exchange Offer, together with the Separation and certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. On the basis that the distribution qualifies as a tax-free distribution within the meaning of Section 355, for U.S. federal income tax purposes, you will not recognize any gain or loss, and no amount will be included in your income in connection with the distribution, in each case, except with respect to any cash received in lieu of fractional shares.
The material U.S. federal income tax consequences of the Exchange Offer are described in more detail under “Material U.S. Federal Income Tax Consequences.”
33.
Are there any appraisal rights for holders of Danaher or Envista Common Stock?
There are no appraisal rights available to Danaher stockholders or Envista stockholders in connection with the Exchange Offer.
34.
What is the accounting treatment of the Exchange Offer?
The shares of Danaher Common Stock acquired by Danaher in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of Danaher Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Envista attributable to Danaher and the market value of the shares of Danaher Common Stock acquired at that date will be recognized by Danaher as a gain on disposal of discontinued operations net of any direct and incremental expenses of the Exchange Offer on the disposal of its Envista Common Stock.
Also, upon completion of the Exchange Offer, Envista’s historical results will be shown in Danaher’s financial statements as discontinued operations, and, in subsequent periods, Danaher’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Envista.
35.
What will Danaher do with the shares of Danaher Common Stock it acquires in the Exchange Offer?
Danaher Common Stock acquired by Danaher in the Exchange Offer will be held as treasury stock unless and until retired or used for other purposes.

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36.
What is the impact of the Exchange Offer on the number of Danaher shares outstanding?
Any Danaher Common Stock acquired by Danaher in the Exchange Offer will reduce the total number of Danaher shares outstanding, although Danaher’s actual number of shares outstanding on a given date reflects a variety of factors, such as the vesting and settlement of RSUs and PSUs or the exercise of vested stock options.
37.
What will happen to any remaining shares of Envista Common Stock owned by Danaher in the spin-off following the consummation of the Exchange Offer, if the Exchange Offer is not fully subscribed?
In the event that this Exchange Offer is not fully subscribed, any remaining shares of Envista Common Stock owned by Danaher that are not exchanged in this Exchange Offer will be distributed on a pro rata basis to Danaher stockholders whose shares of Danaher Common Stock remain outstanding following the consummation of this Exchange Offer.
38.
If I tender some or all of my shares of Danaher Common Stock in the Exchange Offer, will I receive any Envista Common Stock in the subsequent spin-off, if the Exchange Offer is not fully subscribed?
In the event that this Exchange Offer is not fully subscribed, Danaher stockholders who validly tender (and do not properly withdraw) shares of Danaher Common Stock for Envista Common Stock and whose shares are accepted in this Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, Envista Common Stock distributed on a pro rata basis to Danaher stockholders in the spin-off following the consummation of the Exchange Offer. However, in the event any tendered shares are not accepted in this Exchange Offer for any reason, or you do not tender all of your shares of Danaher Common Stock, such shares will be entitled to receive Envista Common Stock in the spin-off.
39.
Where can I find out more information about Danaher and Envista?
You can find out more information about Danaher and Envista by reading this prospectus and, with respect to Danaher, from various sources described in “Incorporation by Reference.”
40.
Whom should I call if I have questions about the Exchange Offer or want copies of additional documents?
You may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, from the information agent, Okapi Partners LLC, at 1212 Avenue of the Americas, 24th Floor, New York, NY 10036 or by calling 877-566-1922 (toll-free for stockholders, banks and brokers) or +1-212-297-0720 (all others outside the U.S.).

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SUMMARY
This summary does not contain all of the information that may be important to you. You should carefully read this entire prospectus and the other documents to which it refers to understand the Exchange Offer. See “Incorporation by Reference.”
The Companies
Danaher Corporation
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037-1701
(202) 828-0850
Danaher is a publicly held company organized under the laws of the state of Delaware. Danaher designs, manufactures and markets professional, medical, industrial and commercial products and services. Danaher’s research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 60 countries. Danaher reported sales of approximately $19.9 billion for the year ended December 31, 2018.
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821-6208
(714) 817-7000
Envista is a publicly held company organized under the laws of the state of Delaware. Envista develops and provides a comprehensive portfolio of dental consumables, equipment and services to dental professionals covering an estimated 90% of dentists’ clinical needs for diagnosing, treating and preventing dental conditions as well as improving the aesthetics of the human smile. Envista’s operating companies, Nobel Biocare Systems, Ormco and KaVo Kerr, serve more than one million dentists in over 150 countries. In 2018, Envista generated total sales of approximately $2.8 billion.
The Exchange Offer
Terms of the Exchange Offer
Danaher is offering to exchange up to an aggregate of 127,868,000 shares of Envista Common Stock for outstanding shares of Danaher Common Stock that are validly tendered and not validly withdrawn. You may tender all, some or none of your shares of Danaher Common Stock.
Shares of Danaher Common Stock validly tendered and not validly withdrawn will be accepted for exchange at the final exchange ratio on the terms and conditions of the Exchange Offer and subject to the limits described below, including the proration provisions. Shares not accepted for exchange will be returned to the tendering stockholder promptly following the expiration or termination of the Exchange Offer, as applicable.
Extension; Amendment; Termination
The Exchange Offer, and your withdrawal rights, will expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). You must tender your shares of Danaher Common Stock before the expiration of the Exchange Offer if you want to participate in the Exchange Offer. Danaher may extend, amend or terminate the Exchange Offer as described in this prospectus.
Conditions to Completion of the Exchange Offer
The Exchange Offer is subject to various conditions, including that (i) at least 38,360,400 shares of Envista Common Stock will be distributed in exchange for shares of Danaher Common Stock that are validly tendered in the Exchange Offer and (ii) Danaher receives an opinion of its tax counsel, Davis Polk, to the effect that the Exchange Offer, together with the Separation and certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. All conditions to the completion of the Exchange Offer must be satisfied or, where legally permitted, waived by Danaher before the expiration of the Exchange Offer. Danaher may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. See “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

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Proration; Odd-Lots
If, as of 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019), Danaher stockholders have validly tendered more shares of Danaher Common Stock than Danaher is able to accept for exchange, Danaher will accept for exchange the shares of Danaher Common Stock validly tendered and not validly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of Danaher Common Stock to be accepted for exchange bears to the total number of shares of Danaher Common Stock validly tendered and not validly withdrawn (rounded to the nearest whole number of shares of Danaher Common Stock and subject to any adjustment necessary to ensure the exchange of all shares of Envista Common Stock owned by Danaher), except for tenders of odd-lots, as described below.
Except as otherwise provided in this section, beneficial holders of less than 100 shares of Danaher Common Stock who validly tender all of their shares will not be subject to proration if the Exchange Offer is oversubscribed. Direct or beneficial holders of more than 100 shares of Danaher Common Stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares (or units in respect of shares) held on behalf of participants in the Savings Plans (each of which holds more than 100 shares of Danaher Common Stock) will be subject to proration.
Danaher will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the trading day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be December 13, 2019). Upon determining the number of shares of Danaher Common Stock validly tendered for exchange, Danaher will announce the final results, including the final proration factor, if any.
Fractional Shares
Fractional shares of Envista Common Stock will not be distributed in the Exchange Offer. The exchange agent, acting as agent for the tendering Danaher stockholders, will aggregate any fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market. You will receive the proceeds, if any, less any brokerage commissions or other fees, from the sale of these shares in accordance with your proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Envista Common Stock. As a result, stockholders may not receive fractional share proceeds at the same time they receive shares of Envista Common Stock.
Holders who are tendering shares (or units in respect of shares) allocated to their Savings Plans accounts should refer to the special instructions provided to them by or on behalf of their applicable plan administrator for information that is specific to the Savings Plans.
Procedures for Tendering
The procedures you must follow to participate in the Exchange Offer will depend on how you hold your shares of Danaher Common Stock. For you to validly tender your shares of Danaher Common Stock pursuant to the Exchange Offer, before the expiration of the Exchange Offer, you will need to take the following steps:
If you hold certificates for shares of Danaher Common Stock, you must deliver to the exchange agent at the appropriate address listed on the letter of transmittal a properly completed and duly executed letter of transmittal, together with any required signature guarantees and any other required documents, and the certificates representing the shares of Danaher Common Stock tendered;
If you hold Direct Registration Shares, you must deliver to the exchange agent pursuant to one of the methods set forth in the letter of transmittal a properly completed and duly executed letter of transmittal, together with any required signature guarantees and any other required documents. Because certificates are not issued for Direct Registration Shares, you do not need to deliver any certificates representing those shares to the exchange agent;
If you hold shares of Danaher Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should receive instructions from that institution on how to participate in the Exchange Offer. In this situation, do not complete the letter of transmittal. Please contact the institution through which you hold your shares directly if you have not yet received instructions. Some financial institutions may effect tenders by book-entry transfer through DTC;
Participants in the Savings Plans should follow the special instructions that are being sent to them by or on behalf of their applicable plan administrator. Such participants should not use the letter of transmittal to direct the tender of shares of Danaher Common Stock (or units in respect of shares of Danaher Common Stock) held in these plans, but should instead use the Exchange Offer election form provided to them by or on behalf of their plan administrator.

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Such participants may direct the applicable plan trustee to tender all, some or none of the shares of Danaher Common Stock (or units in respect of shares of Danaher Common Stock) allocated to their Savings Plan accounts, subject to any limitations set forth in the special instructions provided to them, by the deadline specified in the special instructions sent by or on behalf of the applicable plan administrator; and
If you wish to tender your shares of Danaher Common Stock that are in certificated form but the share certificates are not immediately available, time will not permit shares or other required documentation to reach the exchange agent before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer or the procedure for book-entry transfer cannot be completed on a timely basis, you must follow the procedures for guaranteed delivery described under “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.”
Delivery of Shares of Envista Common Stock
Following the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019), the exchange agent will cause shares of Envista Common Stock to be credited in book-entry form to direct registered accounts maintained by Envista’s transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders) promptly after acceptance of shares of Danaher Common Stock in the Exchange Offer and determination of the final proration factor, if any. Certificates representing shares of Envista Common Stock will not be issued pursuant to the Exchange Offer.
Withdrawal Rights
You may withdraw your tendered shares of Danaher Common Stock at any time before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). If you change your mind again before the expiration of the Exchange Offer, you may re-tender your shares of Danaher Common Stock by again following the Exchange Offer procedures.
In order to withdraw your shares, you must provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent. The information that must be included in that notice is specified under “The Exchange Offer—Withdrawal Rights.”
If you hold shares of Danaher Common Stock (or units in respect of shares of Danaher Common Stock) through the Savings Plans, you will be provided with special instructions by or on behalf of your plan administrator on how to withdraw your shares (or units in respect of shares) and you must deliver any required information in a timely manner in order for the tabulator for the Savings Plans to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, any new withdrawal deadline established by the plan administrator).
If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be December 13, 2019). If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered stockholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.
No Appraisal Rights
No appraisal rights are available to Danaher stockholders or Envista stockholders in connection with the Exchange Offer.
Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions
Although Danaher may deliver this prospectus to stockholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of Danaher Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of Danaher Common Stock are listed.
Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the

12


general public. Danaher has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of stockholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender Danaher Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Danaher or Envista to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.
All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Danaher or Envista to take any action to facilitate a public offering in that country or otherwise. Danaher will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.
Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Danaher Common Stock or Envista Common Stock that may apply in their home countries. Danaher and Envista and the dealer managers cannot provide any assurance about whether such limitations exist.
Distribution of Remaining Shares of Envista Common Stock After Exchange Offer
In the event that more than the Minimum Amount of shares are validly tendered but not enough shares of Danaher Common Stock are validly tendered to allow Danaher to exchange all of its shares of Envista Common Stock, any remaining shares of Envista Common Stock owned by Danaher that are not exchanged in this Exchange Offer will be distributed on a pro rata basis to Danaher stockholders whose shares of Danaher Common Stock remain outstanding following the consummation of the Exchange Offer.
If the Exchange Offer is terminated by Danaher without the exchange of shares, Danaher intends to distribute all shares of Envista Common Stock owned by Danaher on a pro rata basis to holders of Danaher Common Stock, with a record date to be announced by Danaher.
Risk Factors
In deciding whether to tender your shares of Danaher Common Stock, you should carefully consider in their entirety the matters described in “Risk Factors,” as well as other information included in this prospectus and the other documents incorporated by reference herein.
Regulatory Approval
Certain acquisitions of Envista Common Stock under the Exchange Offer may require a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott-Rodino Act”). If you decide to participate in the Exchange Offer and acquire enough shares of Envista Common Stock to exceed the $90 million threshold stated in the Hart-Scott-Rodino Act and associated regulations, and if no exemption under the Hart-Scott-Rodino Act or associated regulations applies, Danaher and you will be required to make filings under the Hart-Scott-Rodino Act and you will be required to pay the applicable filing fee. A filing requirement could delay the exchange of shares with any stockholder or stockholders required to make such a filing until the waiting periods in the Hart-Scott-Rodino Act have expired or been terminated.
Material U.S. Federal Income Tax Consequences
It is intended that the Exchange Offer will qualify as a tax-free distribution within the meaning of Section 355 of the Code. On the basis that the Exchange Offer so qualifies, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) generally will not recognize gain or loss upon the receipt of shares of Envista Common Stock in the Exchange Offer, except with respect to the receipt of cash in lieu of fractional shares.
In connection with the Separation, Danaher received a private letter ruling from the Internal Revenue Service (the “IRS”) to the effect that the Separation and the Exchange Offer will qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Sections 368(a)(1)(D) and 355 of the Code (the “Ruling”). While the Ruling is generally binding on the IRS, if any of the facts, assumptions, representations or undertakings that Danaher made to the IRS are, or become, inaccurate, incorrect or incomplete, the validity of the Ruling may be compromised and the Separation and the Exchange Offer might not qualify as a tax-free “reorganization.” In that event, the consequences described in the Ruling will not apply and Danaher and its stockholders could be subject to significant U.S. federal income tax liability.

13


In addition, the completion of the Exchange Offer is conditioned upon, among other things, the receipt by Danaher of the opinion of Davis Polk, to the effect that the Exchange Offer, together with the Separation and certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. The opinion of Davis Polk will address certain issues on which the IRS does not rule.
Please see “Risk Factors—Risks Related to the Exchange Offer—The Exchange Offer could result in significant tax liability,” “Risk Factors—Risks Related to Envista Common Stock—If there is a later determination that the Exchange Offer is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the tax opinion are incorrect or for any other reason, then Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and Envista could incur significant liabilities” and “Material U.S. Federal Income Tax Consequences” for more information regarding the tax opinion and the potential tax consequences of the Exchange Offer. Holders of Danaher Common Stock should consult their tax advisor as to the particular tax consequences to them of the Exchange Offer.
Accounting Treatment of the Exchange Offer
The shares of Danaher Common Stock acquired by Danaher in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of Danaher Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Envista attributable to Danaher and the market value of the shares of Danaher Common Stock acquired at that date will be recognized by Danaher as a gain on disposal of discontinued operations net of any direct and incremental expenses of the Exchange Offer on the disposal of its Envista Common Stock.
Also, upon completion of the Exchange Offer, Envista’s historical results will be shown in Danaher’s financial statements as discontinued operations, and, in subsequent periods, Danaher’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Envista.
Comparison of Stockholder Rights
Danaher and Envista are both organized under the laws of the State of Delaware. Differences in the rights of a stockholder of Danaher from those of a stockholder of Envista arise principally from provisions of the constitutive documents of each of Danaher and Envista. See “Comparison of Stockholder Rights.”
The Exchange Agent and the Tabulator for the Savings Plans
The exchange agent for the Exchange Offer is Computershare Trust Company, N.A., and the tabulator for the Savings Plans is Broadridge Financial Solutions, Inc.
The Information Agent
The information agent for the Exchange Offer is Okapi Partners LLC.
The Dealer Managers
The dealer managers for the Exchange Offer are Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. These firms are referred to as the “dealer managers.”
Comparative Historical and Pro Forma Per Share Data
The following tables present certain per share data for Danaher and Envista. Per share data for Danaher is shown on a historical basis and on a pro forma basis. For Envista, per share data is shown on a historical basis and on an equivalent pro forma basis. Equivalent pro forma per share data is calculated by multiplying the applicable pro forma per share amount by 5.1520, which reflects the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on November 14, 2019, based on the Average Danaher Price divided by 93% of the Average Envista Price on November 12, 13 and 14, 2019. The final exchange ratio will be determined based on the Average Danaher Price and the Average Envista Price on the NYSE during the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer. However, the number of shares that can be received in the Exchange Offer is subject to an upper limit of 5.5784 shares of Envista Common Stock for each share of Danaher Common Stock accepted in the Exchange Offer. For a full description of all pro forma assumptions, see “Danaher Corporation Unaudited Pro Forma Consolidated Condensed Financial Statements” and “Envista Holdings Corporation Unaudited Pro Forma Consolidated and Combined Condensed Financial Statements.”

14


Danaher Per Share Data
 
Nine-Month
Period Ended
September 27, 2019
 
Year Ended
December 31, 2018
Net earnings from continuing operations per common share:
 
 
 
Historical:
 
 
 
Basic
$
2.36

 
$
3.78

Diluted
$
2.32

 
$
3.74

Pro forma: (1)
 
 
 
Basic
$
2.31

 
$
3.56

Diluted
$
2.27

 
$
3.51

Dividends per common share
$
0.51

 
$
0.64

Book value per common share: (2)
 
 
 
Historical
$
45.26

 
$
40.22

Pro forma (1).
$
42.77

 
 
_________________
(1)
Pro forma shares outstanding used to calculate Danaher pro forma net earnings from continuing operations and book value per common share reflect the receipt of 24,819,099 shares of Danaher Common Stock in exchange for the 127,868,000 shares of Envista Common Stock in the Exchange Offer based on the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on November 14, 2019 which would have provided for 5.1520 shares of Envista Common Stock to be exchanged for each share of Danaher Common Stock accepted.
(2)
The book value per common share is calculated by dividing stockholders’ equity by the number of shares of Danaher Common Stock outstanding at the end of the period.
Envista Per Share Data
 
Nine-Month
Period Ended
September 27, 2019
 
Year Ended
December 31, 2018
Net earnings per common share:
 
 
 
Historical:
 
 
 
Basic and diluted
$
1.25

 
$
1.80

Equivalent pro forma: (1)
 
 
 
Basic and diluted
$
5.00

 
$
7.11

Book value per common share: (2)
 
 
 
Historical
$
22.13

 
 
Equivalent pro forma (3).
$
114.01

 
 
_________________
(1)
The equivalent pro forma net earnings per common share data is calculated by multiplying the pro forma net earnings per common share amount by 5.1520, which reflects the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on November 14, 2019, based on the Average Danaher Price divided by 93% of the Average Envista Price on November 12, 13 and 14, 2019.
(2)
The book value per common share data is calculated by dividing stockholders’ equity by the number of shares of Envista Common Stock outstanding at the end of the period.
(3)
The equivalent pro forma book value per common share data is calculated by multiplying the historical book value per common share amount by 5.1520, which reflects the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on November 14, 2019, based on the Average Danaher Price divided by 93% of the Average Envista Price on November 12, 13 and 14, 2019.

Selected Historical and Pro Forma Financial Data for Danaher and Envista
Danaher Selected Historical and Pro Forma Financial Data
The following table sets forth Danaher’s selected historical and pro forma financial data for the periods indicated.
The selected historical consolidated financial data for the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017 are derived from Danaher’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into

15


this prospectus. The selected historical consolidated financial data for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 have been derived from Danaher’s audited consolidated financial statements for such years, which have not been incorporated into this prospectus by reference. The selected historical consolidated condensed financial data for the nine-month periods ended September 27, 2019 and September 28, 2018 and as of September 27, 2019 are derived from Danaher’s unaudited consolidated condensed financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2019, which is incorporated by reference into this prospectus. The selected historical consolidated condensed financial data as of September 28, 2018 are derived from Danaher’s unaudited consolidated condensed financial statements, which have not been incorporated into this prospectus by reference. Danaher’s management believes the interim financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the interim periods. Danaher’s historical consolidated financial statements and selected financial data include Envista’s historical results.
The data shown below are not necessarily indicative of results to be expected for any future period. You should read the following information together with Danaher’s audited consolidated financial statements and the notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2018, and Danaher’s unaudited consolidated condensed financial statements, the notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Danaher’s Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2019, which are incorporated by reference into this prospectus.
The selected unaudited pro forma consolidated condensed statement of earnings data for the nine-month period ended September 27, 2019 and the year ended December 31, 2018, and the unaudited pro forma consolidated condensed balance sheet data at September 27, 2019, presented below have been derived from Danaher’s unaudited pro forma consolidated condensed financial statements included elsewhere in this prospectus. The unaudited pro forma information set forth below reflects Danaher’s historical audited consolidated annual and unaudited consolidated condensed interim financial information, as adjusted to give effect to the Transactions (as defined below). The unaudited pro forma information is illustrative and not intended to represent what Danaher’s results of operations or financial position would have been had the Transactions occurred on the dates indicated or project Danaher’s results of operations or financial position for any future period. For an understanding of the pro forma financial statements that give pro forma effect to the Transactions, see “Danaher Corporation Unaudited Pro Forma Consolidated Condensed Financial Statements” included elsewhere in this prospectus.
The unaudited pro forma consolidated condensed balance sheet at September 27, 2019 gives effect to the following transactions, which are referred to, collectively, as the “Transactions,” as if they each had occurred on September 27, 2019, and the unaudited pro forma consolidated condensed statements of earnings for the nine-month periods ended September 27, 2019 and the year ended December 31, 2018 give effect to the Transactions, as if they each had occurred on January 1, 2018:
the Separation;
the IPO and the use of the proceeds therefrom;
the Debt Transaction (as defined below under the section entitled “The Transaction”) and the use of the proceeds therefrom; and
the Exchange Offer (assuming the Exchange Offer is completed and fully subscribed).
Based on Danaher’s historical ownership of Envista, the data shown below are impacted by assets, liabilities, results of operations or cash flows attributable to Envista. Upon completion of the Exchange Offer, Envista’s historical results will be shown in Danaher’s financial statements as discontinued operations, and, in subsequent periods, Danaher’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Envista. You should read the information set forth below together with “Danaher Corporation Unaudited Pro Forma Consolidated Condensed Financial Statements” included elsewhere in this prospectus for further discussion of discontinued operations ($ in millions, except per share data).

16


 
Nine-Month Periods Ended
 
Year Ended December 31
 
Year Ended December 31
 
Pro Forma
 
Historical
 
Pro Forma
 
Historical
 
September 27, 2019
 
September 27, 2019
 
September 28, 2018
 
2018
 
2018
 
2017
 
2016
 
2015
 
2014
Selected Statement of Earnings Information:
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
Sales
$
13,042.7

 
$
15,073.8

 
$
14,529.5

 
$
17,048.5

 
$
19,893.0

 
$
18,329.7

 
$
16,882.4

 
$
14,433.7

 
$
12,866.9

Cost of sales
(5,762.6
)
 
(6,670.0
)
 
(6,378.3
)
 
(7,543.2
)
 
(8,785.9
)
 
(8,137.2
)
 
(7,547.8
)
 
(6,663.7
)
 
(6,017.5
)
Gross profit
7,280.1

 
8,403.8

 
8,151.2

 
9,505.3

 
11,107.1

 
10,192.5

 
9,334.6

 
7,770.0

 
6,849.4

Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
(4,140.2
)
 
(5,009.9
)
 
(4,798.4
)
 
(5,391.0
)
 
(6,472.1
)
 
(6,073.3
)
 
(5,624.3
)
 
(4,751.2
)
 
(4,035.5
)
Research and development expenses
(832.2
)
 
(951.5
)
 
(911.6
)
 
(1,059.2
)
 
(1,231.2
)
 
(1,128.8
)
 
(975.1
)
 
(861.4
)
 
(769.4
)
Operating profit
2,307.7

 
2,442.4

 
2,441.2

 
3,055.1

 
3,403.8

 
2,990.4

 
2,735.2

 
2,157.4

 
2,044.5

Nonoperating income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income, net
14.3

 
15.9

 
25.2

 
34.5

 
37.2

 
103.6

 
239.1

 
17.2

 
123.1

Loss on early extinguishment of borrowings

 

 

 

 

 

 
(178.8
)
 

 

Interest expense
(64.2
)
 
(70.2
)
 
(123.6
)
 
(136.9
)
 
(157.4
)
 
(162.7
)
 
(184.4
)
 
(139.8
)
 
(94.7
)
Interest income
72.0

 
72.0

 
6.7

 
9.2

 
9.2

 
7.5

 
0.2

 
4.6

 
13.3

Earnings from continuing operations before income taxes
2,329.8

 
2,460.1

 
2,349.5

 
2,961.9

 
3,292.8

 
2,938.8

 
2,611.3

 
2,039.4

 
2,086.2

Income taxes
(690.4
)
 
(721.1
)
 
(445.4
)
 
(555.6
)
 
(641.9
)
 
(469.0
)
 
(457.9
)
 
(292.7
)
 
(447.5
)
Net earnings from continuing operations
$
1,639.4

 
1,739.0

 
1,904.1

 
$
2,406.3

 
2,650.9

 
2,469.8

 
2,153.4

 
1,746.7

 
1,638.7

Net earnings from discontinued operations, net of income taxes
 
 

 

 
 
 

 
22.3

 
400.3

 
1,610.7

 
959.7

Net earnings
 
 
1,739.0

 
1,904.1

 
 
 
2,650.9

 
2,492.1

 
2,553.7

 
3,357.4

 
2,598.4

Less: net earnings attributable to noncontrolling interests
 
 
(5.9
)
 

 
 
 

 

 

 

 

Net earnings attributable to Danaher stockholders
 
 
1,733.1

 
1,904.1

 
 
 
2,650.9

 
2,492.1

 
2,553.7

 
3,357.4

 
2,598.4

Mandatory convertible preferred stock dividends
 
 
(48.8
)
 

 
 
 

 

 

 

 

Net earnings attributable to common stockholders
 
 
$
1,684.3

 
$
1,904.1

 
 
 
$
2,650.9

 
$
2,492.1

 
$
2,553.7

 
$
3,357.4

 
$
2,598.4

Net earnings per common share from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
2.31

 
$
2.36

 
$
2.72

 
$
3.56

 
$
3.78

 
$
3.55

 
$
3.12

 
$
2.50

 
$
2.33

Diluted
$
2.27

 
$
2.32

 
$
2.68

 
$
3.51

 
$
3.74

 
$
3.50

 
$
3.08

 
$
2.47

 
$
2.29

Net earnings per share from discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
$

 
$

 
 
 
$

 
$
0.03

 
$
0.58

 
$
2.31

 
$
1.37

Diluted
 
 
$

 
$

 
 
 
$

 
$
0.03

 
$
0.57

 
$
2.27

 
$
1.34

Net earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
$
2.36

 
$
2.72

 
 
 
$
3.78

 
$
3.58

 
$
3.69

*
$
4.81

 
$
3.70

Diluted
 
 
$
2.32

 
$
2.68

 
 
 
$
3.74

 
$
3.53

 
$
3.65

 
$
4.74

 
$
3.63

Average common stock and common equivalent shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
689.9

 
714.7

 
700.1

 
675.8

 
700.6

 
695.8

 
691.2

 
698.1

 
702.2

Diluted
700.4

 
725.2

 
709.9

 
685.4

 
710.2

 
706.1

 
699.8

 
708.5

 
716.1

_________________
*
Net earnings per share amount does not add due to rounding

17


 
As of
 
As of December 31
 
Pro Forma
 
Historical
 
Historical
($ in millions, except per share data)
September 27, 2019
 
September 27, 2019
 
September 28, 2018
 
2018
 
2017
 
2016
 
2015
 
2014
Selected Balance Sheet Information:
(unaudited)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
Total assets
$
55,412.7

 
$
61,531.1

 
$
47,719.5

 
$
47,832.5

 
$
46,648.6

 
$
45,295.3

 
$
48,222.2

 
$
36,991.7

Total liabilities
$
25,743.5

 
$
28,335.5

 
$
20,034.3

 
$
19,605.8

 
$
20,280.8

 
$
22,218.5

 
$
24,458.2

 
$
13,541.9

Total equity
$
29,669.2

 
$
33,195.6

 
$
27,685.2

 
$
28,226.7

 
$
26,367.8

 
$
23,076.8

 
$
23,764.0

 
$
23,449.8

Cash dividends declared per common share
 
 
$
0.51

 
$
0.48

 
0.64

 
$
0.56

 
$
0.57

 
$
0.54

 
$
0.40

Envista Selected Historical and Pro Forma Financial Data
The following table sets forth Envista’s selected historical and pro forma financial data for the periods indicated.
The selected historical combined financial data for the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017 presented below have been derived from Envista’s audited combined financial statements included elsewhere in this prospectus. The selected historical consolidated and combined financial data for the nine-month periods ended September 27, 2019 and September 28, 2018 and as of September 27, 2019 presented below have been derived from Envista’s unaudited consolidated and combined condensed financial statements included elsewhere in this prospectus. The selected historical combined financial data as of December 31, 2016 presented below have been derived from Envista’s historical audited combined financial statements, which are not included in this prospectus. The selected historical combined financial data for the fiscal years ended December 31, 2015 and December 31, 2014 and as of September 28, 2018, December 31, 2015 and December 31, 2014 presented below have been derived from the financial records of Danaher, which are not included in this prospectus. Prior to the completion of Envista’s IPO, Envista operated as part of Danaher and not as a separate, publicly traded company. Envista’s consolidated and combined financial statements have been derived from Danaher’s historical accounting records and are presented on a carve-out basis. All sales and costs as well as assets and liabilities directly associated with Envista’s business activity are included as a component of the consolidated and combined financial statements. The consolidated and combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to Envista and allocations of related assets, liabilities, and Danaher’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the consolidated and combined financial statements had Envista been an entity that operated separately from Danaher during the periods presented.
The selected unaudited pro forma consolidated and combined statement of earnings data for the nine-month period ended September 27, 2019 and the year ended December 31, 2018 presented below have been derived from Envista’s unaudited pro forma consolidated and combined financial statements included elsewhere in this prospectus. The unaudited pro forma information set forth below reflects Envista’s historical audited combined annual and unaudited consolidated and combined interim financial information, as adjusted to give effect to the Transactions. The unaudited pro forma information is illustrative and not intended to represent what Envista’s results of operations or financial position would have been had the Transactions occurred on the dates indicated or to project Envista’s results of operations or financial position for any future period. For an understanding of the pro forma financial statements that give pro forma effect to the Transactions, see “Envista Holdings Corporation Unaudited Pro Forma Consolidated and Combined Condensed Financial Statements” included elsewhere in this prospectus.
The unaudited pro forma consolidated and combined statements of earnings for the nine-month period ended September 27, 2019 and the year ended December 31, 2018 give effect to the Transactions, as if they each had occurred on January 1, 2018.
The financial statements included in this prospectus may not be indicative of Envista’s future performance and do not necessarily reflect what Envista’s financial position and results of operations would have been had Envista operated as an independent, publicly traded company for the entirety of the periods presented, including changes that occurred and will occur in Envista’s operations and capital structure as a result of the Transactions. You should read the information set forth below together with “Envista Holdings Corporation Unaudited Pro Forma Consolidated and Combined Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Envista” and Envista’s audited annual combined financial statements and the related notes thereto and unaudited interim consolidated and combined condensed financial statements and the related notes thereto included elsewhere in this prospectus ($ in millions, except per share data).

18


 
Nine-Month Periods Ended
 
Year Ended December 31
 
Pro Forma
 
Historical
 
Pro Forma
 
Historical
 
September 27, 2019
 
September 27, 2019
 
September 28, 2018
 
2018
 
2018
 
2017
 
2016
 
2015
 
2014
Selected Statement of Earnings Information:
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
(unaudited)
 
(unaudited)
Sales
$
2,031.1

 
$
2,031.1

 
$
2,085.5

 
$
2,844.5

 
$
2,844.5

 
$
2,810.9

 
$
2,785.4

 
$
2,736.3

 
$
2,193.0

Cost of sales
(907.4
)
 
(907.4
)
 
(905.9
)
 
(1,242.7
)
 
(1,242.7
)
 
(1,189.7
)
 
(1,184.3
)
 
(1,214.4
)
 
(1,079.5
)
Gross profit
1,123.7

 
1,123.7

 
1,179.6

 
1,601.8

 
1,601.8

 
1,621.2

 
1,601.1

 
1,521.9

 
1,113.5

Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
(804.9
)
 
(804.9
)
 
(820.4
)
 
(1,131.4
)
 
(1,131.4
)
 
(1,062.2
)
 
(1,055.5
)
 
(1,038.1
)
 
(730.1
)
Research and development expenses
(119.3
)
 
(119.3
)
 
(128.4
)
 
(172.0
)
 
(172.0
)
 
(172.4
)
 
(142.8
)
 
(133.8
)
 
(82.4
)
Operating profit
199.5

 
199.5

 
230.8

 
298.4

 
298.4

 
386.6

 
402.8

 
350.0

 
301.0

Nonoperating income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income, net
1.6

 
1.6

 
1.9

 
2.7

 
2.7

 
0.1

 
(1.1
)
 
0.5

 
(1.3
)
Interest expense
(11.4
)
 
(0.2
)
 

 
(15.2
)
 

 

 

 

 

Earnings before income taxes
189.7

 
200.9

 
232.7

 
285.9

 
301.1

 
386.7

 
401.7

 
350.5

 
299.7

Income taxes
(36.5
)
 
(39.4
)
 
(53.2
)
 
(66.7
)
 
(70.4
)
 
(85.6
)
 
(129.7
)
 
(75.0
)
 
(95.9
)
Net earnings
$
153.2

 
$
161.5

 
$
179.5

 
$
219.2

 
$
230.7

 
$
301.1

 
$
272.0

 
$
275.5

 
$
203.8

Net earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted
$
0.97

 
$
1.25

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average common stock and common equivalent shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted
158.7

 
128.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
As of December 31
 
Historical
 
Historical
($ in millions)
September 27, 2019
 
September 28, 2018
 
2018
 
2017
 
2016
 
2015
 
2014
Selected Balance Sheet Information:
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
(unaudited)
 
(unaudited)
Total assets
$
6,118.4

 
$
5,888.3

 
$
5,841.6

 
$
5,992.8

 
$
5,727.3

 
$
5,807.4

 
$
6,141.7

Total liabilities
$
2,604.4

 
$
956.1

 
$
1,015.2

 
$
998.2

 
$
1,050.8

 
$
1,018.6

 
$
1,187.6

Total equity
$
3,514.0

 
$
4,932.2

 
$
4,826.4

 
$
4,994.6

 
$
4,676.5

 
$
4,788.8

 
$
4,954.1


19


Non-GAAP financial measures
Adjusted Net Earnings, Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures that Envista uses to measure the performance of its business. The tables below reconcile these non-GAAP measures to the nearest financial measure that is in accordance with accounting principles generally accepted in the United States (“GAAP”) for the periods presented.
Adjusted Net Earnings
Adjusted Net Earnings is defined as GAAP net earnings adjusted to exclude amortization, accruals for significant legal matters, restructuring costs and asset impairments, a gain related to settlement of liabilities in connection with a noncontrolling interest, the tax effect of all adjustments and discrete tax adjustments and other tax-related adjustments.
The table below is a reconciliation of GAAP net earnings to Adjusted Net Earnings for the nine-month periods ended September 27, 2019 and September 28, 2018 and the years ended December 31, 2018, 2017 and 2016:
 
Nine-Month Period Ended
 
Year Ended December 31
 
Pro Forma
 
Historical
 
Pro Forma
 
Historical
 
September 27, 2019
 
September 27, 2019
 
September 28, 2018
 
2018
 
2018
 
2017
 
2016
($ in millions)
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
Reported Net Earnings (GAAP)
$
153.2

 
$
161.5

 
$
179.5

 
$
219.2

 
$
230.7

 
$
301.1

 
$
272.0

Amortization
67.3

 
67.3

 
68.0

 
90.6

 
90.6

 
81.7

 
83.4

Accruals for significant legal matters

 

 

 
36.0

 
36.0

 

 

Restructuring costs and asset impairments (a)
8.7

 
8.7

 
17.3

 
23.7

 
23.7

 
35.8

 
34.4

Settlement of liabilities in connection with noncontrolling interest (b)

 

 

 

 

 
(10.4
)
 

Tax effect of all adjustments reflected above (c)
(17.9
)
 
(17.9
)
 
(21.1
)
 
(35.4
)
 
(35.4
)
 
(44.6
)
 
(44.8
)
Other discrete tax adjustments and tax-related adjustments (d)
(7.8
)
 
(7.8
)
 
(0.2
)
 
(1.8
)
 
(1.8
)
 
(34.8
)
 
(2.2
)
Adjusted Net Earnings (Non-GAAP)
$
203.5

 
$
211.8

 
$
243.5

 
$
332.3

 
$
343.8