Securities Exchange Act of 1934
Thomas W. Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Re: Danaher Corporation - Exchange Offer
Dear Mr. Greenberg:
We are responding to your letter dated May 13, 2015, addressed to Michele M. Anderson, Perry J. Hindin and Tiffany Piland Posil, as supplemented by telephone conversations with us, in regard to Danaher's request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response letter is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.
On the basis of the representations and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Securities Exchange Act of 1934 if Danaher conducts the Exchange Offer in the manner described in your letter. In issuing this no-action position, we considered the following facts, among others:
The foregoing no-action positions are based solely on the representations and the facts presented in your letter dated May 13, 2015, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Exchange Offer. Danaher should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.
For the Division of Corporation Finance,
/s/ Michele M. Anderson
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
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