Danaher Corp. (NYSE:DHR) entered into an agreement and plan of merger to acquire Pall Corporation (NYSE:PLL) for $13.9 billion on May 12, 2015. Under the terms of the agreement, Danaher will acquire shares, restricted stock units, and performance-based restricted stock units of Pall for $127.2 per share in cash including assumed debt and net of acquired cash. Danaher Corp. will acquire options. Danaher plans to finance the deal mostly with available cash and proceeds from issuing debt or new credit facilities. Danaher anticipates the acquisition will add about 40% per share to its 2016 adjusted earnings per share. If the transaction is terminated Pall Corp. would pay termination fee of $423 million.

Upon completion of the acquisition, Pall will operate as a subsidiary in Danaher's portfolio and will maintain its brand. Post-acquisition, Danaher will split into two companies with one focused on science and technology and the other on diversified industry. The science and technology company will keep the Danaher name, while the other company will operate under a new banner. Thomas Joyce will continue to lead Danaher as Chief Executive Officer. James Lico, currently Executive Vice President will become President and Chief Executive Officer of new company.

The boards of Danaher and Pall have approved the deal unanimously. The transaction is subject to customary closing conditions, including approval by Pall shareholders, Danaher shareholders, anti-trust approval and other regulatory approvals and is expected to close by the end of calendar 2015. The transaction is not subject to any financing conditions. The transaction is not subject to any financing conditions. As of June 16, 2015, Pall announced that the shareholder meeting is scheduled on June 25, 2015.

As of June 23, 2015, Pall announced executive leadership changes to take effect upon consummation of the merger. Effective upon the consummation of the transaction, Lawrence D. Kingsley will step down as Chairman and Chief Executive Officer (CEO) of Pall. Concurrently, Rainer Blair, Vice President and Group Executive of Danaher, will be appointed as President and CEO of Pall. At that same time, Rainer Blair's Life Sciences platform responsibilities will transition to Dan Daniel, Executive Vice President of Danaher. The consummation of the transaction remains subject to customary closing conditions, including obtaining antitrust and other regulatory approvals in the United States and certain other jurisdictions and approval by the holders of two-thirds of outstanding shares of Pall common stock entitled to vote on the adoption of the agreement. As of June 23, 2015, the transaction was granted early termination of the waiting period under the HSR Act and is expected to close in 2015.

As of July 1, 2015, Danaher announced pricing of senior notes offering, the net proceeds of which would be used to finance the deal. On July 10, 2015, Danaher Corp. also entered into a new $7 billion 364-day revolving credit facility with Citibank, N.A., as Administrative Agent, and a syndicate of lenders from time to time party thereto. Danaher intends to use proceeds from the issuance of short-term commercial paper notes to fund a portion of the purchase price for the acquisition of Pall Corporation. As of July 9, 2015, the deal has been approved by the competition commission. The companies announced on July 21, 2015, that they have entered into a memorandum of understanding the companies said that they will make certain supplemental disclosures related to the merger. Also Pall's Financial Advisor, Goldman Sachs & Co. to the Pall board of directors says that the $127.20 in cash per share of Pall common stock from a financial point of view to those holders.

As on July 28, 2015, majority of shareholders of Pall Corporation approved the transaction.

Creighton O'M. Condon, Robert M. Katz, Joseph A. Coco, Michael A. Civale, Scott V. Simpson, John Cannon, Ethan Harris, Jessica Delbaum, Stephen Mavroghenis, Richard Hsu, Gus Atiyah, Richard Alsop, Jason Pratt, Derrick Lott, Robert Giannattasio, Heather Pals, Jennifer Stadler, Jack Mellyn and Beverly Chang of Shearman & Sterling LLP acted as legal advisors and Dusty Phillip and Jo Natauri of Goldman, Sachs & Co acted as a financial advisor to Pall Corporation. Joseph A. Coco and Michael A. Civale of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Danaher. Kirkland & Ellis LLP acted as legal advisor to Danaher. Philip Richter of Fried Frank acted as financial advisor for Goldman Sachs. Luther acted as legal advisor to Danaher Corporation. Pall Corporation will pay a fee of $50.5 million to Goldman Sachs & Co. LLC.

Danaher Corp. (NYSE:DHR) completed the acquisition of Pall Corporation (NYSE:PLL) on August 31, 2015. The deal was financed from $2.5 billion of available cash, approximately $8.1 billion of net proceeds from the issuance and sale of U.S. dollar and Euro-denominated commercial paper and approximately $3 billion of net proceeds from the issuance and sale of Euro-denominated senior unsecured notes.