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U.S. Securities and Exchange Commission

August 5, 2005

Scott V. Simpson, Esq.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS


Offer by Danaher Corporation for Leica Geosystems Holdings AG
File No. TP 05-81

Dear Mr. Simpson:

This is in response to your letter dated August 5, 2005. A copy of that letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning as in your letter, unless otherwise noted.

The United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act) on the basis of your representations and the facts presented, but without necessarily concurring in your analysis, particularly in light of the following facts:

  • The Offer is required to be conducted in accordance with the Federal Stock Exchanges and Securities Trading Act (Bundesgesetz uber die Borsen und den Effektenhandel) and the Swiss Takeover Board's Ordinance on Public Tender Offers (Verordnung der Ubernahmekommission uber oofentliche Kaufangebote) and the rules of the SWX Swiss Exchange (together, the Swiss Rules);
  • Leica Geosystems Holdings AG (Leica), a joint stock company (société anonyme, Aktiengesellschaft) incorporated pursuant to the laws of Switzerland, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act; and
  • Any purchases of outstanding shares (Shares) of Leica by (i) Danaher Corporation (Danaher), a Delaware corporation; (ii) Edelweiss Holdings ApS (the Bidder), a company incorporated under the laws of the Kingdom of Denmark and a wholly-owned subsidiary of Danaher; or (iii) any agents, financial advisors and other nominees or brokers, or one of their wholly-owned subsidiaries, acting on behalf of Danaher or Edelweiss in connection with the Offer (collectively, the Prospective Purchasers), will be subject to the Swiss Rules.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Shares otherwise than pursuant to the Offer, subject to the following conditions:

  1. No purchases or arrangements to purchase Shares, otherwise than pursuant to the Offer, shall be made in the United States;
  2. Disclosure of the possibility of purchases of Shares by the Prospective Purchasers, otherwise than pursuant to the Offer, shall be included prominently in the Prospectus;
  3. While Swiss law only requires the Bidder to disclose information to the STOB and SWX Swiss Exchange, such purchases will be publicly disclosed in the United States through electronic media that publicly distributes stock market information;
  4. The Prospective Purchasers shall comply with any applicable requirements under Swiss law, including the Swiss Rules and the rules of the SWX Swiss Exchange;
  5. The Prospective Purchasers shall provide to the Division of Market Regulation (Division), upon request, a daily time-sequenced schedule of all purchases of Shares made by any of them during the Offer, on a transaction-by-transaction basis, including:
    1. size, broker (if any), time of execution, and price of purchase; and
    2. if not executed on the SWX Swiss Exchange, the exchange, quotation system, or other facility through which the purchase occurred;
  6. Upon the request of the Division, the Prospective Purchasers shall transmit the information as specified in paragraphs 5.a. and 5.b. to the Division at its offices in Washington, D.C. within 30 days of its request;
  7. The Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
  8. Representatives of the Prospective Purchasers shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
  9. Except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.

The foregoing exemption is based solely on your representations and the facts presented in your letter, and is strictly limited to the application of the rules and statutory provisions listed above to your proposed transaction. Such transaction should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority

James A. Brigagliano
Assistant Director
Office of Trading Practices & Processing

Incoming Letter:

September 9, 2005

The Incoming Letter is in Acrobat format.


Modified: 08/11/2005