Danaher Corporation (NYSE:) today announced that it expects to complete the previously announced separation of Veralto Corporation on September 30, 2023, the first day of Danaher's fiscal fourth quarter. The Danaher Board of Directors has declared a pro rata dividend of all of the common stock of Veralto Corporation to Danaher stockholders of record as of the close of business on September 13, 2023 (the "Record Date"). The dividend is payable on September 30, 2023 ("Distribution Date") in connection with the previously announced separation of Danaher's existing Environmental and Applied Solutions segment through the planned spin-off of Veralto. As a result of the dividend, Danaher stockholders will receive one share of Veralto common stock for every three shares of Danaher common stock they hold on the Record Date.
Fractional shares of Veralto common stock will not be distributed to Danaher stockholders. Instead, the fractional shares of Veralto common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.
No action is required by Danaher stockholders to receive the distributed shares of Veralto common stock. Danaher stockholders who hold Danaher common stock on the Record Date will receive a book-entry account statement reflecting their ownership of Veralto common stock or their brokerage account will be credited with Veralto shares. Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to "street name" stockholders through the Depository Trust Corporation (DTC) on the first trading day thereafter, October 2, 2023.
An Information Statement containing details regarding the distribution of Veralto common stock and Veralto's business and management following the consummation of the distribution will be mailed to Danaher stockholders prior to the Distribution Date. The distribution of Veralto common stock remains subject to the satisfaction or waiver of customary conditions, as described in the Information Statement.
Danaher also announced that it expects "when-issued" trading of Veralto common stock to begin on September 27, 2023, on the New York Stock Exchange ("NYSE"), under the symbol "VLTO WI." "Regular-way" trading of Veralto common stock is expected to begin on the NYSE on October 2, 2023, under the symbol "VLTO." The "when-issued" trading market is a market for Veralto common stock that will be distributed to holders of Danaher common stock prior to the opening of the NYSE on October 2, 2023. Stockholders who own Danaher common stock at the close of business on the Record Date will be entitled to Veralto common stock distributed pursuant to the distribution and may trade this entitlement to shares of Veralto common stock, without Danaher common stock they own, on the "when-issued" market.
Shares of Danaher common stock will continue to trade "regular way" on the NYSE under the symbol "DHR" through and after the Distribution Date. Danaher expects that beginning September 27, 2023 there will be two markets in Danaher common stock on the NYSE: "regular-way" under the symbol "DHR" and "ex distribution" under the symbol "DHR WI." Prior to the Distribution Date, shares of Danaher common stock that trade in the "regular-way" market will trade with the right to receive shares of Veralto common stock on the Distribution Date. Shares of Danaher common stock that trade in the "ex-distribution" market will trade without the right to receive shares of Veralto common stock on the Distribution Date. Holders of Danaher common stock are encouraged to consult with their financial advisor regarding the specific implications of selling Danaher common stock on or before the Distribution Date.
For U.S. federal income tax purposes, Danaher's U.S. stockholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional shares of Veralto common stock. Danaher stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
