Recommended all cash offer by Launchchange Limited a wholly-owned subsidiary of Danaher Corporation for Genetix Group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

18 December 2009

RECOMMENDED ALL CASH OFFER

by LAUNCHCHANGE LIMITED

a wholly-owned subsidiary of

DANAHER CORPORATION

for

GENETIX GROUP PLC

Summary

Danaher Corporation ("Danaher") and the Board of Genetix Group plc ("Genetix" or the "Company") are pleased to announce the terms of a recommended all-cash offer, to be made by Launchchange Limited ("Launchchange"), a wholly-owned subsidiary of Danaher, for the entire issued and to be issued share capital of Genetix (the "Offer").
The Offer will comprise 85 pence in cash for each Genetix Share (the "Offer Price").
The Offer values the entire issued and to be issued share capital of Genetix at approximately £63.4 million.
Danaher has received undertakings to accept or indications of an intention to accept the Offer in respect of a total of 59,992,636 Genetix Shares, representing approximately 83 per cent. of the current issued share capital of Genetix. Of this, approximately 78 per cent. are irrevocable undertakings which continue to be binding in the event of a competing offer.
The Offer Price represents a premium of approximately:
- 35 per cent. to the Closing Price of 63 pence per Genetix Share on 17 December 2009, being the last Business Day prior to this announcement;
- 44 per cent. to the average Closing Price of 59 pence per Genetix Share for the six month period ended 17 December 2009; and
- 56 per cent. to the average Closing Price of 54 pence per Genetix Share for the twelve months ended 17 December 2009.
The Genetix Board, which has been so advised by Piper Jaffray, considers the terms of the Offer to be fair and reasonable. In providing advice to the Genetix Board, Piper Jaffray has taken into account the commercial assessments of the Genetix Board.
Accordingly, the Genetix Directors intend unanimously to recommend that Genetix Shareholders accept the Offer.
The Genetix Directors have irrevocably undertaken with Danaher to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings of Genetix Shares, which amount in aggregate to 22,894,335 Genetix Shares, representing, as at the date of this announcement, approximately 32 per cent. of the current issued share capital of Genetix and in respect of any Genetix Shares that may be issued to or acquired by them in exercise of unapproved options over Genetix Shares.
Certain other individual Genetix Shareholders (not being Genetix Directors) have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their respective entire beneficial holdings of Genetix Shares which amount, in aggregate, to 29,854,161 Genetix Shares, representing, as at the date of this announcement, approximately 41 per cent. of the current issued share capital of Genetix.
In addition, Liontrust Asset Management plc has irrevocably undertaken to accept the Offer in respect of, in aggregate, 3,568,416 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix.
The terms of all irrevocable undertakings continue to bind in the event of a competing offer from a third party, unless and until Launchchange announces (with the consent of the Panel) that it does not intend to proceed with the Offer, or if the Offer lapses or is withdrawn.
Further, Schroder Investment Management Ltd has entered into a letter indicating its intent to accept the Offer in respect of, in aggregate, 3,675,724 Genetix Shares, representing approximately 5 per cent. of the current issued share capital of Genetix.
Commenting on the Offer, Thomas P. Joyce, Executive Vice President of Danaher, said:

"The combination of Genetix's imaging and intelligent image analysis solutions and Leica's instrumentation capabilities creates an attractive product offering serving both the clinical and research markets. In addition, we believe that we can strengthen Genetix's business by applying the Danaher Business System as well as by providing Genetix with access to additional capital to continue and to accelerate its growth. We believe that Genetix will be an excellent addition to our Leica business and we look forward to working with this talented organization."
Commenting on the Offer, Dr James Hill, Non-Executive Chairman of Genetix, said:
"Joining together with Danaher gives Genetix greater access to global markets and increased financial resources to achieve its growth plans. Over the past decade Genetix has been building its presence in the life sciences, diagnostics and digital pathology segments through a combination of internal product development and acquisitions. We see these areas as having good growth potential, and we believe that combining our strengthening presence with Danaher's R&D capabilities, greater resources and global reach has the potential to create leadership in the field. The Board of Genetix is unanimously agreed that the offer, which represents a significant premium to the recent share price, is in the best interests of our shareholders, customers and employees and will maximise the potential of our innovative technology."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to the following announcement and the terms and conditions to be set out in the Offer Documentation when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains definitions of certain terms used in this summary and the following announcement.

Enquiries:

For further information, please contact:

Danaher
(Investor & Media Relations)

Matt McGrew

Tel. +1 202 828 0850

UBS Investment Bank
(Financial adviser to Danaher)

Liam Beere

Thomas Onions

Ewan Davis

Tel. +44 207 567 8000

Financial Dynamics
(Genetix Investor & Media Relations)

Jonathan Birt