SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LANDAUER, INC.

(Name of Subject Company (Issuer))

FERN MERGER SUB INC.

(Offeror)

An Indirect Wholly Owned Subsidiary of

FORTIVE CORPORATION

(Offeror)

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

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(Title of Class of Securities)

51476K103

(CUSIP Number of Class of Securities)

Daniel B. Kim

Vice President – Associate General Counsel and Assistant Secretary

Naomi Ogan

Vice President – Associate General Counsel

6920 Seaway Blvd

Everett WA 98203

(425) 446-5000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Daniel Wolf, Esq.

Jonathan Davis, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
N/A	N/A

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

Amount Previously Paid: N/A	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

☒  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

☒  Third-party tender offer subject to Rule 14d-1.

☐  Issuer tender offer subject to Rule 13e-4.

☐  Going-private transaction subject to Rule 13e-3.

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

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Fern Merger Sub Inc., a Delaware corporation (“Sub”), and an indirect wholly-owned subsidiary of Fortive Corporation, a Delaware corporation (“Parent”), for all of the outstanding common stock of Landauer, Inc., a Delaware corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated September 6, 2017, among Parent, Sub and the Company.

Additional Information and Where to Find It:

The materials filed herewith are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s common stock described in this filing has not commenced. At the time the planned offer is commenced, Parent and Sub will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”), and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.

Statements in these materials that are not strictly historical, including statements regarding the proposed acquisition of the Company, the expected timetable for completing the transaction, the planned integration of the Company into Parent’s Field Solutions platform, potential benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, and any other statements identified by the use of words like “expect,” “believe” or other words of similar meaning are “forward-looking” statements, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Parent and the Company operate; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Parent’s ability to successfully integrate the Company’s operations and employees with Parent’s existing business; the ability to realize anticipated growth, synergies and cost savings; and the Company’s performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Parent’s SEC filings, including Parent’s Annual Report on Form 10-K for the year ended December 31, 2016 as well as the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended September 30, 2016. These forward-looking statements speak only as of the date of these materials and Parent and Sub do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Fortive Corporation Press Release dated September 6, 2017
99.2	Fluke Corporation Internal Announcement dated September 6, 2017
99.3	Fortive Corporation’s Fortive Connect Internal Announcement dated September 6, 2017
99.4	Fortive Corporation’s Presentation to Employees of Landauer, Inc. dated September 6, 2017
99.5	Fortive Corporation’s LinkedIn Post dated September 6, 2017

EX-99.1

Exhibit 99.1

FORTIVE TO ACQUIRE LANDAUER FOR $67.25 PER SHARE, OR APPROXIMATELY $770 MILLION

EVERETT, Washington—(BUSINESS WIRE)—Fortive Corporation (NYSE: FTV) announced today that it has entered into a definitive merger agreement with Landauer (NYSE: LDR), pursuant to which Fortive will acquire Landauer by making a cash tender offer to acquire all of the outstanding shares of Landauer’s common stock for $67.25 per share, for a total enterprise value of approximately $770 million including assumed indebtedness and net of acquired cash.

Landauer is a leading global provider of subscription-based technical and analytical services to determine occupational and environmental radiation exposure, as well as a leading domestic provider of outsourced medical physics services. Headquartered in Glenwood, Illinois, Landauer generated annual revenues of $143 million in 2016, and greater than 80% of these revenues were considered by Landauer to be recurring. Upon closing of the acquisition, Landauer will become part of Fortive’s Field Solutions platform (comprising Fluke, Qualitrol and Industrial Scientific) within Fortive’s Professional Instrumentation segment. Fortive completed the previously-announced acquisition of Industrial Scientific on August 25, 2017.

James A. Lico, Fortive’s President and Chief Executive Officer, stated, “As a recognized leader in personal and environmental radiation measurement and monitoring and outsourced medical physics services, Landauer is expected to strengthen our safety-as-a-service position and improve our recurring revenue, growth and margin profile.”

Lico continued, “Through application of the Fortive Business System, we believe that we will drive both accelerated growth and synergies within our Field Solutions Platform. We look forward to welcoming the Landauer team to Fortive.”

The acquisition has been unanimously approved by the Board of Directors of each company, and the Landauer Board of Directors has unanimously recommended that Landauer shareholders tender their shares into the offer. The offer is subject to customary conditions, including, among others, the tender of a majority of the outstanding shares into the offer (on a fully diluted basis) and receipt of applicable regulatory approvals. A certain stockholder representing approximately 5% of Landauer’s outstanding shares has indicated they intend to tender their shares into the offer. The transaction is expected to be completed by the end of 2017.

Fortive expects to finance the transaction with available cash and credit.

ABOUT FORTIVE

Fortive is a diversified industrial growth company comprised of Professional Instrumentation and Industrial Technologies businesses that are recognized leaders in attractive markets. With 2016 revenues of $6.2 billion, Fortive’s well-known brands hold leading positions in field instrumentation, transportation, sensing, product realization, automation and specialty, and franchise distribution. Fortive is headquartered in Everett, Washington and employs a team of more than 24,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 40 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.

NOTICE TO INVESTORS

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Landauer common stock described in this press release has not yet commenced. At the time the planned offer is commenced an indirect, wholly-owned subsidiary of Fortive will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Landauer will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Landauer stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

FORWARD-LOOKING STATEMENTS

Statements in this release that are not strictly historical, including the statements regarding including statements regarding the proposed acquisition of Landauer, the expected timetable for completing the transaction, the planned integration of Landauer into Fortive’s Field Solutions platform, and any other statements identified by their use of words like “expect,” “believe,” or other words of similar meaning are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: general economic conditions and conditions affecting the industries in which Fortive and Landauer operate, the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; the ability to realize anticipated growth, synergies and cost savings; and Fortive’s ability to successfully integrate Landauer’s operations and employees with Fortive’s existing business. Additional information regarding these and other factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2016, as well as Landauer’s SEC filings, including Landauer’s Annual Report on Form 10-K for the year ended September 30, 2016. These forward-looking statements speak only as of the date of this release, and Fortive does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

Contact:

Fortive Corporation

Lisa Curran, 425-446-5000

Vice President Investor Relations

6920 Seaway Boulevard, Everett, WA 98203

EX-99.2

Exhibit 99.2

To: Global Fluke Employees

From: Wes Pringle

Subject: Fortive to acquire Landauer

Today, Fortive announced that it has entered into a definitive agreement to acquire Landauer. The transaction will be subject to customary conditions and regulatory approvals. Headquartered in Glenwood, Illinois, Landauer is a leading provider of integrated radiation safety products and services, including occupational radiation monitoring backed by market-leading dosimetry technology. Bringing over 60 years of experience in its industry, a rich culture and a compelling vision, Landauer will join our Field Solutions platform upon completion of the acquisition.

We will be exploring the integration strategy over the next 100 days. Landauer and Fluke Biomedical each deliver critical patient and staff safety solutions to healthcare providers around the world. Landauer’s culture and complementary core strengths in dosimetry services and medical physics fit exceptionally well with our own efforts to help customers. We look forward to welcoming the entire Landauer team to Fortive and to helping them continue to improve public health and safety by advancing research, technology and services related to radiation measurement.

Additional Information and Where to Find It:

This internal announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Landauer, Inc. common stock described in this internal announcement has not yet commenced. At the time the planned offer is commenced, an indirect, wholly-owned subsidiary of Fortive Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Landauer will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Landauer stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

EX-99.3

Exhibit 99.3

Today, Fortive announced that it has entered into a definitive agreement to acquire Landauer. The transaction will be subject to customary conditions and regulatory approvals. Headquartered in Glenwood, Illinois, Landauer is a leading provider of integrated radiation safety products and services, including occupational radiation monitoring backed by market-leading dosimetry technology. Bringing over 60 years of experience in its industry, a rich culture and a compelling vision, Landauer will be part of our Field Solutions platform, along with Fluke, Qualitrol and Industrial Scientific, upon closing of the acquisition.

We will be exploring the integration strategy over the next 100 days. Landauer and Fluke Biomedical each deliver critical patient and staff safety solutions to healthcare providers around the world. Landauer’s culture and complementary core strengths in dosimetry services and medical physics fit exceptionally well with our own efforts to help customers. We look forward to welcoming the entire Landauer team to Fortive and to helping them continue to improve public health and safety by advancing research, technology and services related to radiation measurement.

Additional Information and Where to Find It:

This internal announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Landauer, Inc. common stock described in this internal announcement has not yet commenced. At the time the planned offer is commenced, an indirect, wholly-owned subsidiary of Fortive Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Landauer will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Landauer stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

EX-99.4

Exhibit 99.4
Town Hall with Landauer
Wes Pringle

LANDAUER®

FORTIVE

JOINING TOGE THER to deliver patient and staff safety solutions to healthcare providers around the world

OUR SHARED PURPOSE

FORTIVE TODAY

Professional Instrumentation
Industrial Technologies
Revenue
GM%
OP Margin
Revenue
GM%
OP Margin
$2.9B
>50%
22%
$3.3B
>40%
20%
Field
Product
Sensing
Transportation
Automation &
Franchise
Solutions*
Realization*
Technologies
Technologies
Specialty
Distribution
All financial metrics based on Fortive 2016 annual results; Industrial Scientific Corporation and Orpak financial results are not reflected above *Advanced Instrumentation & Solutions
Strong Brands, Leading Market Positions in Attractive Industrial Verticals

WHAT ’S NEXT?

Additional Information and Where to Find It:
This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Landauer, Inc. common stock described in this communication has not yet commenced. At the time the planned offer is commenced, an indirect, wholly-owned subsidiary of Fortive Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Landauer will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Landauer stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

EX-99.5

Exhibit 99.5

We’re excited to announce that we’ve entered into a definitive agreement to acquire Landauer. Headquartered in Glenwood, Illinois, Landauer is a leading provider of integrated radiation safety products and services that brings over 60 years of experience in its industry and a great team that will help to advance our safety-as-a-service strategy. For an important notice to investors on where to find additional information at the time the planned tender offer is commenced, please link to the press release below.

[Link to Fortive Corporation Press Release dated September 6, 2017]