Danaher’s Acquisition of Pall Corporation

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Shearman & Sterling LLP

Creighton Condon, Advised Pall Corporation

Pall Corporation, a global leader in filtration, separation and purification technologies, today announced it has agreed to be acquired by Danaher Corporation for $127.20 per share in cash, or $13.8 billion including assumed debt and net of acquired cash.

The consideration represents approximately a 28 percent premium to Pall’s common stock over the closing price of $99.31 on May 11, 2015, the last trading day prior to initial media speculation around a possible transaction. The transaction is not subject to any financing conditions. Upon completion of the transaction, Pall will operate as a subsidiary in Danaher’s portfolio and will maintain its brand.

Larry Kingsley, Chairman and Chief Executive Officer of Pall Corporation said, “This transaction delivers substantial value to our shareholders and creates an incredible opportunity for long-term growth that will benefit all of our stakeholders. Pall is a complementary fit for Danaher, with Danaher’s proven management system and strong financial position coupled with Pall’s expertise, brand and channel strength in the field of filtration and separation science enabling the creation of tremendous value for the global customers of the combined company. Our employees will benefit by being associated with a world-class company that has the capability to further enhance Pall’s market position.”

The transaction is subject to customary closing conditions, including approval by Pall shareholders and is expected to close in calendar 2015.

The legal advisor to Pall for this transaction is Shearman & Sterling LLP. Goldman, Sachs & Co. served as the exclusive financial advisor to Pall.