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| 8-K - FORM 8-K - DANAHER CORP /DE/ | d927995d8k.htm |
 Exhibit 99.1
PALL: WELCOME TO DANAHER
May 15, 2015 |
 Forward Looking Statements
Statements in this presentation that are not strictly historical, including statements regarding the
proposed acquisition of Pentagon, the expected timetable for completing the acquisition, future
financial and operating results, benefits and synergies of the acquisition, future opportunities for the
combined businesses, the anticipated separation of the Company into two independent companies, the
expected timetable for completing the separation, future financial and operating performance of
each company, benefits and synergies of the separation, strategic and competitive advantages of
each company, the leadership of each company, future opportunities for each company and any other statements regarding events or
developments that we believe or anticipate will or may occur in the future are
"forward-looking" statements within the meaning of the federal securities laws. There
are a number of important factors that could cause actual results, developments and business decisions 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: economic
conditions affecting the industries in which Danaher’s businesses and Pentagon operate, the
uncertainty of regulatory approvals, Danaher’s and Pentagon’s ability to satisfy the merger
agreement conditions and consummate the transaction on a timely basis or at all, Danaher's
ability to successfully integrate Pentagon’s operations and employees with Danaher's existing business, the ability to
realize anticipated growth, synergies and cost savings from the acquisition, Pentagon’s performance
and maintenance of important business relationships, Danaher’s ability to satisfy the
necessary conditions to consummate the separation on a timely basis or at all, Danaher's ability to
successfully separate the two companies and realize the anticipated benefits from the separation, the
maintenance of important business relationships, deterioration of or instability in the economy,
the markets we serve and the financial markets, the impact of our restructuring activities on our ability to
grow, contractions or growth rates and cyclicality of markets we serve, competition, our ability to
develop and successfully market new products and technologies and expand into new markets, the
potential for improper conduct by our employees, agents or business partners, our ability to
successfully identify, consummate and integrate appropriate acquisitions and successfully complete
divestitures and other dispositions, contingent liabilities relating to acquisitions and
divestures, our ability to close the anticipated merger of our Communications business with NetScout, Inc. and
achieve the desired benefits of that transaction, our compliance with applicable laws and regulations
(including regulations relating to medical devices and the healthcare industry) and changes in
applicable laws and regulations, our ability to effectively address cost reductions and other changes in the
healthcare industry, risks relating to potential impairment of goodwill and other intangible assets,
currency exchange rates, tax audits and changes in our tax rate and income tax liabilities,
litigation and other contingent liabilities including intellectual property and environmental, health and safety
matters, risks relating to product, service or software defects, product liability and recalls, risks
relating to product manufacturing, the impact of our debt obligations on our operations and
liquidity, our relationships with and the performance of our channel partners, commodity costs and surcharges,
our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on
sole sources of supply, labor matters, international economic, political, legal, compliance and
business factors, disruptions relating to man-made and natural disasters, security breaches or other
disruptions of our information technology systems and pension plan costs. Additional information
regarding the factors that may cause actual results to differ materially from these
forward-looking statements is available in our SEC filings, including our 2014 Annual Report on Form 10-K and Quarterly
Report on Form 10-Q for the first quarter of 2015. These forward-looking statements speak only
as of the date of this release and the Company 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. |
 Welcome to Danaher!
We value your past efforts, the company you’ve built and the
customer relationships you’ve developed.
We’re excited to have you on our team.
We look forward to working and growing with you! |
 Overview
About Danaher
Our Portfolio with Pall
Our Values
Danaher Business System (DBS)
Success stories –
acquisitions and innovation
The weeks ahead
What you can expect from Danaher |
 Danaher with Pall
You are joining other fantastic companies
Danaher
2014 Revenue: $16.5B*
Life Sciences
$2.5B
Water Quality
$2.0B
Pall
$2.8B
Product ID
$1.6B
Diagnostics
$4.8B
Dental
$2.9B
Founded in 1984
Headquartered in
Washington, DC
New York Stock Exchange
Ticker: DHR
Global team of ~52,000
associates (including Pall)
* Reflects aggregate revenues from constituent businesses (including with respect to “Future
Danaher,” Pall) for the respective, most recently completed fiscal year. Pall revenues are
based on 2014 FYE ended July 31, 2014. Includes $0.7B of annual revenues for Nobel Biocare and $0.2B of annual revenues
for Devicor, each of which was acquired in December 2014. |
 Our
Core Values The Best Team Wins
Customers Talk, We Listen
Kaizen is Our Way of Life
Innovation Defines our Future
We Compete for Shareholders |
 Danaher Business System |
 Associate
development
GROWTH
LEAN
LEADERSHIP
Leadership
development
Business process
Develop
Deliver
Dream
Reliability
Operations
•
What’s unique about DBS tools?
Transactional
Crucial
conversations
Financial
acumen
Recruiting and
selection
Introduction to DBS
Training and
facilitation
DBS leader
boot camp
DBS leader
continuing
education
Development for
growth
DBS tool
certification (MBB)
Change management
Accelerated
product
development
Breakthrough
ideation
/ open innovation
Customer
segmentation
Demand
generation
Toll Gate #2 kaizen
Lean software design
Project management
Product life cycle
management
Intellectual
property process
Positioning and
Messaging Kaizen
Inside sales
Value selling
Sales force initiative
Product life cycle
management
Search engine
optimization
Pay per click kaizen
On-Line
nurturing kaizen
Strategic
negotiations
Reliability PD
boot Camp
Customer defect
tracking and
resolution
Supplier quality
management
Design for reliability
Failure mode
effects analysis
Customer service
and support
Personal review
and team inspection
User experience
design
Quality system basics
Value analysis/
value engineering
Just in time
accounting
Sourcing workshop
and supply base
management
Commodity
management
Supply chain and
logistics
best practices
Accounts receivable
best practices
DBS compliance
for medical device
manufacturing
Production sales
inventory
Lean supply chain
(Strategic supplier
productivity)
Lean conversion
Total productive
manufacturing
Danaher materials
process
(Includes kanban)
Heijunka
Set-up reduction
Production
preparation process
Energy conservation
kaizen
Variation reduction
kaizen
Measurement
system analysis
GM
Policy Deployment *
Acquisition
Integration
Strategic Planning
Leadership and
organization
communications*
Developing
growth leaders *
Risk assessment *
Leveraging
your impact *
Executive champion
orientation
Advanced talent
assessment *
Adjusting your
leadership style *
Accounts payable
best practices
Transactional
lean conversion and
Daily Mgmt.
Product planning
group
Price leakage kaizen
Pricing margin
management
ID, developing and
communications*
Situational
leadership
Driving the
Danaher culture
Leading
multiple P&Ls
Leadership
essentials
DBS FUNDAMENTALS
Voice of
the customer
Value stream
mapping
Standard work
Transactional process
improvement
Kaizen basics
5S
Problem
solving process
Visual and daily
management
Speedy
Design Review (SDR)
DBS Toolkit Today
-Integrated and improved over time
-Smart usage
pick for highest impact
-Velocity of implementation
-Commitment to use
everybody’s job
-
Shared across Danaher companies
-* = Class in DHR Leadership Program |
 Core Value Drivers
Quality
On-Time Delivery
Customer
Associate
Shareholder
Internal Fill Rate
Turnover
Core Growth
OMX
Cash Flow / Working Capital Turnover
Return on Invested Capital
How we measure our success |
 Why is Danaher an exciting opportunity?
Markets:
Leading positions and outstanding global brands well positioned
within markets with strong growth vectors
IP / Technology:
Highly technical, rich IP environment provides opportunity
for continued innovation leadership
People:
DBS culture provides framework for continuous learning and
professional development. Committed associates with great depth
of
insight into customers, markets and products
Growth opportunities:
Well capitalized company provides organic and
inorganic investment opportunities and resultant growth for both
associates
and customers |
 1999
TODAY
Water Quality Acquisition Success
Revenue:
~$125M
Operating
Margin:
High
teens
Associates
~550
Products
+
=
WATER QUALITY PLATFORM
Technology to test, analyze and
treat ultra-pure, waste, ground,
ocean and drinking water
Water testing equipment
for municipal and
industrial customers
Acquisitions
Research &
Development
Sales & Marketing
Geographic
Footprint
Revenue:
~$2.0B
Operating
Margin:
~25%
Associates
~6,800
Products
50%
North
America
20%
Europe
25%
HGMs
5%
Other
70%
North
America
30%
Other
Growth investments made a good company even better…
still improving! |
 Focus in the Coming Weeks
Stay focused on serving customers well
Leverage the acquisition as an opportunity for growth
Be open to new ideas
Get to know Danaher and our formula for success |
 What You Can Expect from Danaher –
In the Coming Months
Ongoing interaction, communication and engagement from
Danaher and Pall leaders
Until close:
Danaher and Pall will continue to operate separately
Danaher will not be involved in Pall’s day-to-day business
activities Start planning transition activities
Upon close:
From a publicly traded company to a wholly-owned subsidiary
Will run as a stand-alone operating company within Danaher, retaining
the Pall brand
Changes in financial reporting |
 What You Can Expect from Danaher –
After Close
First 100 days
Pall leadership immersed in DBS
Pall leadership will work with Danaher to update your Strategic Plan
3 to 5 year planning horizon
Focused on growing the business, defining opportunities around costs
and investments
Change is led by the Pall leadership team |
 Communication Lines are Open
It’s normal to feel apprehension, uncertainty and mistrust
Danaher has done this before, but each situation is unique
We don’t have it all figured out yet
For now, there are more questions than answers, but we will keep
lines of communication open
Communication is a two-way street and we welcome your questions and
feedback |
 |
 ADDITIONAL INFORMATION ABOUT THE MERGER
A meeting of the shareholders of Pall will be announced to obtain shareholder
approval of the proposed transaction.
Pall
intends
to
file
with
the
SEC
a
proxy
statement
and
other
relevant
documents
in
connection
with the proposed transaction. The definitive proxy statement will be sent or given
to the shareholders of Pall
and
will
contain
important
information
about
the
proposed
transaction
and
related
matters.
PALL'S
SHAREHOLDERS
ARE
URGED
TO
READ
THE
DEFINITIVE
PROXY
STATEMENT
AND
OTHER
RELEVANT
MATERIALS
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
PALL,
DANAHER
AND
THE
PROPOSED
TRANSACTION.
Investors
may
obtain
a
free
copy
of
these
materials
(when
they
are
available)
and
other
documents
filed
by
Pall
with
the
SEC
at
the
SEC’s
website
at
www.sec.gov, at
Pall's
website
at
www.pall.com
or
by
sending
a
written
request
to
pall,
Attn:
Investor
Relations, 25 Harbor Park Drive, Port Washington, NY, 11050.
PARTICIPANTS IN THE SOLICITATION
Pall, Danaher and their respective directors and executive officers and other persons
may be deemed to be participants
in
the
solicitation
of
proxies
from
the
shareholders
of
Pall
in
favor
of
the
proposed
merger.
Information
regarding
the
persons
who
may,
under
the
rules
of
the
SEC,
be
considered
to
be
participants in the solicitation of Pall's shareholders in connection with the
proposed transaction, and any interest they have in the proposed transaction,
will be set forth in the definitive proxy statement when it is filed with the
SEC. Additional information regarding Danaher's directors and executive officers is included in
Danaher's Annual Report on Form 10-K for the year ended December 31, 2014, filed
with the SEC on February 25, 2015 and the proxy statement for Danaher's 2015
Annual Meeting of Shareholders, filed with the
SEC
on
March
27,
2015.
Additional
information
regarding
Pall's
directors
and
executive
officers
is
included in Pall's Annual Report on Form 10-K for the fiscal year ended July 31,
2014, filed with the SEC on September
8,
2014
and
the
proxy
statement
for
Pall's
2014
Annual
Meeting
of
Shareholders,
filed
with
the
SEC on October 31, 2014. |