Tektronix 1.625% noteholders may convert due to fundamental change

By Jennifer Chiou

New York, Nov. 27 - Tektronix, Inc. said that holders may convert all or a portion of their $345 million of 1.625% senior convertible notes due 2012 based on a conversion rate of 28.0244 shares per $1,000 principal amount because of a fundamental change occurring under the indenture due to the company's merger.

Danaher Corp. completed its acquisition of the company following the close of its subsequent tender offer on Nov. 21. In total, 6,094,604 shares, or about 90%, of Tektronix stock were tendered under the $38-per-share offer.

The rate includes a make-whole premium increase of 2.8706 as a result of the purchase of common stock and the merger.

Tektronix said it will pay holders electing to convert notes before 5 p.m. ET on Dec. 26 cash in an amount equal to $1,064.93 for each $1,000 in principal amount of notes converted.

Those who do not elect to convert their notes may require Tektronix to purchase their notes for cash at a price equal to par plus accrued interest.

As already reported, Tektronix is now a wholly owned subsidiary of Danaher, and its stock will cease trading on the New York Stock Exchange.

Danaher agreed on Oct. 15 to acquire Tektronix for $2.8 billion including debt.

Danaher is a Washington, D.C.-based manufacturer of professional instrumentation, industrial technologies and tools and components.

Tektronix supplies test, measurement and monitoring products, solutions and services for the communications, computer, consumer electronics, education, military/aerospace and semiconductor industries. The company is located in Beaverton, Ore.

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