Danaher Corporation (NYSE: DHR) announced today the final proration factor of 83.2431 percent in its split-off exchange offer for Danaher common stock in connection with the previously announced separation of Danaher's Communications business and merger of Potomac Holding LLC, the Danaher subsidiary holding Danaher's Communications business, with a subsidiary of NetScout Systems, Inc. (NASDAQ: NTCT). The merger of Potomac Holding LLC and a subsidiary of NetScout was completed on July 14, 2015.
A total of 31,248,537 shares of Danaher common stock were validly tendered (and not withdrawn) in the exchange offer, including 175,603 shares tendered by odd-lot shareholders (excluding plan participants in Danaher savings plans). Such odd-lot shareholders were not subject to proration, and their shares were fully accepted in the offer. The remaining validly tendered shares of Danaher common stock were accepted in the exchange on a pro rata basis using the final proration factor. Shares of Danaher common stock that were validly tendered but not accepted for exchange will be returned to tendering shareholders.
Under the terms of the exchange offer, 62,500,000 common units of Potomac Holding LLC were available for distribution in exchange for shares of Danaher common stock accepted in the offer. The final exchange ratio for the exchange offer was set at 2.4000 common units of Potomac Holding LLC for each share of Danaher common stock validly tendered and not properly withdrawn. Following the merger, each Potomac Holding LLC common unit automatically converted into the right to receive one share of NetScout common stock. Accordingly, Danaher shareholders who tendered their shares of Danaher common stock as part of the exchange offer received 2.4000 shares of NetScout common stock for each share of Danaher common stock accepted for exchange. Danaher accepted the maximum of 26,041,666 shares of Danaher common stock for exchange in the offer, or approximately 4 percent of its outstanding shares.
Whole shares of NetScout common stock in uncertificated form will be received by Danaher shareholders whose shares of Danaher common stock were accepted in the exchange. Under the terms of the exchange offer, fractional shares of NetScout common stock will not be issued. Rather, the respective tendering shareholders that otherwise would have received fractional interests will be paid in cash the dollar amount (rounded to the nearest whole cent), after deducting any required withholding taxes, on a pro rata basis, without interest, of such fractional interest determined by the closing price of a share of NetScout common stock on NASDAQ on the last business day prior to the closing of the merger.