Danaher acquiring Keithley Instruments

(September 29, 2010 – PRNewswire-FirstCall) — Danaher Corporation (NYSE: DHR) and Keithley Instruments, Inc. (NYSE: KEI) have entered into a definitive merger agreement pursuant to which Danaher will acquire all of the outstanding Common Shares and Class B Common Shares of Keithley at a purchase price of $21.60 per share in cash for an enterprise value of approximately $300 million net of cash to be assumed. Keithley generated $102.5 million of revenue during our fiscal year ended September 30, 2009. The acquisition has been unanimously approved by the Keithley Board of Directors.

Keithley Instruments, Inc. designs, develops, manufactures, and markets complex electronic instruments and systems geared to the specialized needs of engineers at electronics manufacturers and academic institutions for research, product development, high-performanceproduction testing and process monitoring. Read blogs from Linda Rae, Keithley Instruments at Test Points. The company currently offers approximately 150 products used to source, measure, connect, control or communicate direct current (DC), and alternating current (AC) signals. Keithley’s product offerings include integrated systems solutions, along with instruments and data acquisition modules that can be used as system components or stand-alone solutions. Upon closing Keithley will be part of Danaher’s Tektronix business, which focuses on oscilloscopes.

"We are excited about the opportunity to acquire a premier brand and technology leader in bench solutions," said Jim Lico, EVP, Danaher, adding that the company also owns test and measurement companies Fluke and Tektronix, as well as Leica. "We believe this transaction creates significant value for Keithley’s shareholders and I am excited about the opportunity this transaction represents for Keithley’s customers and employees," said Joseph P. Keithley, chairman, president and CEO of Keithley. "Danaher has a great history of nurturing leading brand names within the Test & Measurement industry and we look forward to joining the Danaher team."

The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by Keithley’s shareholders, and is expected to be completed during the fourth quarter of calendar 2010. A partnership affiliated with Joseph P. Keithley has agreed to vote a number of Class B Common Shares representing 19.99% of the voting power of the Company in favor of the merger.

Danaher is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Danaher generated $11.2 billion of revenue in 2009. For more information, visit www.danaher.com.

Keithley Instruments provides advanced electrical test instruments and systems. Keithley intends to file with the Securities and Exchange Commission (SEC) a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Keithley. Before making any voting or investment decision with respect to the merger, investors and shareholders of Keithley are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Keithley with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov, or by going to Keithley’s website at http://ir.keithley.com.

Keithley and Danaher and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Keithley shareholders in connection with the proposed transaction. Information about Danaher’s directors and executive officers is set forth in Danaher’s proxy statement on Schedule 14A filed with the SEC on April 5, 2010 and Danaher’s Annual Report on Form 10-K filed on February 24, 2010. Information about Keithley’s directors and executive officers is set forth in Keithley’s proxy statement on Schedule 14A filed with the SEC on December 29, 2009 and Keithley’s Annual Report on Form 10-K filed with the SEC on December 14, 2009. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that Keithley intends to file with the SEC.

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