Danaher 2011 Annual Report Download - page 51

Table of Contents
Acquisitions and Divestitures
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For a discussion of the Company’s 2011 acquisitions and divestitures please refer to “—Overview –Acquisitions and Divestitures.”
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On January 30, 2010, the Company completed the acquisition of the Analytical Technologies division of MDS Inc., which included a 50% ownership position
in the AB Sciex joint venture and a 100% ownership position in Molecular Devices. In a separate but related transaction, the Company simultaneously
completed the acquisition of the remaining 50% ownership position in AB Sciex from Life Technologies Corporation. The aggregate purchase price for the
combined transactions was $1.0 billion, including debt assumed and net of cash acquired. The aggregate sales of AB Sciex and Molecular Devices in their last
completed fiscal year prior to the acquisition were approximately $650 million and these businesses now operate within the Company’s Life Sciences &
Diagnostics segment. The acquisitions of AB Sciex and Molecular Devices significantly expanded the Company’s position in the life sciences and diagnostics
business and in particular established a position in the mass spectrometry market.
In addition to the acquisitions of AB Sciex and Molecular Devices, the Company acquired seventeen businesses during 2010 for aggregate consideration of
approximately $1.1 billion in cash, net of cash acquired. Each company acquired manufactures products and/or provides services in the test and
measurement, dental, environmental, life science and diagnostics, sensors and controls or product identification markets. These businesses were acquired to
complement existing businesses of the Life Sciences & Diagnostics, Test & Measurement, Dental, Environmental and Industrial Technologies segments. The
aggregate annual sales of these seventeen acquired businesses at the time of their respective acquisitions, in each case based on the company’s revenues for its
last completed fiscal year prior to the acquisition, were approximately $440 million.
On July 4, 2010, the Company entered into a joint venture with Cooper Industries, plc, combining certain of the Company’s hand tools businesses with
Cooper’s Tools business to form a new entity called Apex Tool Group, LLC. The 2009 sales, on a combined basis, of the two tools businesses contributed to
Apex were approximately $1.2 billion. Each of Cooper and the Company owns a 50% interest in Apex and has an equal number of representatives on Apex’s
Board of Directors. Upon the closing of the transaction, Apex simultaneously obtained a credit facility and term debt financing and used $45 million of the
term debt financing to purchase from the Company certain assets of the Company’s hand tools business. In addition to the cash received for the purchase of
these assets, the Company recorded a receivable from Apex of $45 million upon closing. The Company has collected the majority of this receivable as of
December 31, 2011 and expects to collect the remaining outstanding balance during 2012. As of the closing of the transaction, the Company deconsolidated the
financial results of its contributed businesses and began accounting for its investment in the joint venture based on the equity method of accounting. In
accordance with accounting standards applicable to non-controlling interests in subsidiaries, the Company recognized a $291 million gain ($232 million or
$0.34 per diluted share on an after-tax basis) during the third quarter 2010 associated with the transaction reflecting the difference between the book value of
the contributed business that was deconsolidated and the fair value of the consideration received in exchange, including the 50% interest in Apex and the cash
and receivables received from Apex in connection with the transaction.
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The Company acquired fifteen businesses during 2009 for consideration of approximately $704 million in cash, net of cash acquired. Each company
acquired manufactures products and/or provides services in the life sciences, dental, product identification, environmental or test and measurement markets.
These businesses were acquired to complement existing businesses within the Life Sciences & Diagnostics, Dental, Industrial Technologies, Environmental
and Test & Measurement segments. The aggregate annual sales of these fifteen acquired businesses at the time of their respective acquisitions, in each case
based on the company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $430 million.
In addition, during 2009 the Company divested five businesses or product lines for approximately $10 million of net cash proceeds. The divested businesses
were part of the Industrial Technologies and the former Tools and Components segments and had aggregate annual revenues of approximately $53 million in
2009. The Company recorded no significant gain or loss, either individually or in the aggregate, associated with these divestitures. The Company used the
proceeds from these sales for general corporate purposes.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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