Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9/A Amendment to Tender-Offer 36 184K
Solicitation/Recommendation Statement
2: EX-13 Exhibit 13 - Agreement and Plan of Merger 109 229K
3: EX-14 Exhibit 14 - Press Release 3 9K
4: EX-15 Letter re: Unaudited Interim Financial Information 2± 10K
5: EX-16 Exhibit 16 - Second Amendment to Rights Agreement 5 11K
6: EX-17 Letter re: Departure of Director 1 8K
EX-15 — Letter re: Unaudited Interim Financial Information
August 20, 1995
Board of Directors
Joslyn Corporation
30 South Wacker Drive
Chicago, IL 60606
Gentlemen:
You have requested our opinion as to the fairness to the holders (other than
Danaher Corporation and its subsidiaries ("Danaher")) of the outstanding shares
of common stock, par value $1.25 per share (the "Shares"), of Joslyn Corporation
(the "Company") of the $34.00 per Share in cash proposed to be paid by Danaher
in the Tender Offer and the Merger (as defined below) pursuant to the Agreement
and Plan of Merger dated as of August 20, 1995 among Danaher, DH Holdings Corp.,
a wholly-owned subsidiary of Danaher, TK Acquisition Corporation, also a
wholly-owned subsidiary of Danaher, and the Company (the "Agreement"). The
Agreement provides for a tender offer for all of the Shares (the "Tender Offer")
pursuant to which Danaher will pay $34.00 per Share in cash for each Share
accepted. The Agreement further provides that following completion of the Tender
Offer, TK Acquisition Corporation will be merged into the Company (the "Merger")
and each outstanding Share (other than Shares already owned by Danaher) will be
converted into the right to receive $34.00 in cash.
Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having acted as its financial advisor in connection
with, and having participated in certain of the negotiations leading to, the
Agreement. We have also provided certain investment banking services to Danaher
from time to time and may do so in the future. Goldman Sachs is a full service
securities Firm and in the course of its trading activities it may from time to
time effect transactions and hold positions in the securities of the Company and
Danaher.
In connection with this opinion, we have reviewed, among other things, the
Agreement; Danaher's Offer to Purchase, dated July 24, 1995; Annual Reports to
Stockholders and Annual Reports on Form 10-K of the Company for the five years
ended December 31, 1994; certain interim reports to stockholders and Quarterly
Reports on Form 10-Q of the Company; certain other communications from the
Company to its stockholders; and certain internal financial analyses and
forecasts for the Company prepared by its management. We also have held
discussions with members of the senior management of the Company regarding its
past and current business operations, financial condition and future prospects.
In addition, we have reviewed the reported price and trading activity for the
Shares, compared certain financial and stock market information for the Company
with similar information for certain other companies the securities of which are
publicly traded, reviewed the financial terms of certain recent business
combinations in the electrical products industry specifically and in other
industries generally and performed such other studies and analyses as we
considered appropriate.
We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. In addition, we have not made an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries and we have not been furnished with any such evaluation or
appraisal.
Based upon the foregoing and such other matters as we consider relevant, it
is our opinion that as of the date hereof the $34.00 per Share in cash to be
received by the holders of Shares (other than Danaher) in the Tender Offer and
the Merger pursuant to the Agreement is fair to such holders.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
--------------------------
Goldman, Sachs & Co.
Dates Referenced Herein and Documents Incorporated by Reference
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