Danaher and Cooper expect the combination to generate significant cost and revenue synergies primarily from increased purchasing leverage, geographical and channel footprint expansion, cross-branding initiatives and other consolidation opportunities. The 2009 sales of the two tools businesses on a combined, non-GAAP basis were approximately $1.2 billion. As a result of the transaction, the new company is expected to make a dividend payment of $90 million to Danaher. Cooper and Danaher will each have a 50% voting interest in the joint venture and an equal number of representatives on its Board of Directors. The partners will deconsolidate the financial results of their respective tools businesses and record the financial results based on the equity method of accounting.

Danaher’s President and CEO, H. Lawrence Culp, Jr., said, “The creation of this new business combines the strengths of two great companies to create a comprehensive product offering across all major tool categories. The experience of the combined management team, and the highly complementary nature of the products, operations and geographic footprint make this a compelling combination that we believe will benefit our customers and employees.”

The transaction is subject to customary closing conditions, including obtaining regulatory approvals, and is expected to close in the second quarter of 2010.

Danaher (NYSE:DHR), based in Washington. D.C., is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our portfolio of premier brands is among the most highly recognized in each of the markets we serve. Driven by strong core values and a foundation provided by the Danaher Business System, our 47,000 associates serve customers in more than 125 countries and generated $11.2 billion of revenue in 2009. For more information please visit our website: www.danaher.com.

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