CLEVELAND, Nov. 19, 2010 /PRNewswire-FirstCall/ -- Keithley
Instruments, Inc. (NYSE: KEI), a world leader in advanced
electrical test instruments and systems, announced that, at its
special meeting of shareholders held today, the Company's
shareholders approved and adopted the Agreement and Plan of Merger,
dated as of September 29, 2010, among
Danaher Corporation, Aegean Acquisition Corporation and Keithley
Instruments and the transactions contemplated thereby.
Approximately 90 percent of the total number of votes
represented by the common shares and Class B common shares
outstanding and entitled to vote at the special meeting voted in
favor of approval and adoption of the merger agreement. Under
the terms of the merger agreement, upon completion of the merger,
each outstanding common share and Class B common share of
Keithley will be converted into the right to receive
$21.60 in cash, without interest.
The completion of the merger remains subject to the termination
or expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act (the "HSR Act") and the satisfaction or
waiver of other conditions. Keithley Instruments also
announced that Danaher refiled its HSR Act Premerger Notification
and Report form related to the merger on November 15, 2010 to provide the Federal Trade
Commission with additional time to review the transaction.
Keithley Instruments and Danaher believe that the status of
the FTC review should not affect the anticipated timing of the
completion of the transaction during the fourth quarter of
2010.
Forward-looking Statements
Statements in this press release that are not strictly
historical, including statements regarding the pending merger, the
expected timetable for completing the transaction and any other
statements regarding events or developments that we believe or
anticipate will or may occur in the future, may be
"forward-looking" statements within the meaning of the federal
securities laws. There are a number of important factors that could
cause actual events to differ materially from those suggested or
indicated by such forward-looking statements and you should not
place undue reliance on any such forward-looking statements. The
factors that could cause actual results to differ materially from
those expressed in a forward-looking statement include, among other
factors, the risk that regulatory approval that is required
for the proposed merger is delayed, not obtained or is obtained
subject to conditions that are not anticipated; the other
conditions to the closing of the merger may not be satisfied; the
merger may involve unexpected costs or unexpected liabilities; our
businesses may suffer as a result of uncertainty surrounding the
merger; and we may be adversely affected by other economic,
business and/or competitive factors. Additional information on
factors that could cause actual results to differ from those
anticipated is included in Keithley Instrument's annual report on
Form 10-K and quarterly reports on Form 10-Q which are filed with
the Securities and Exchange Commission. Keithley Instruments
undertakes no obligation to revise forward-looking statements
contained herein to reflect events or circumstances after the date
of this release or to reflect the occurrence of unanticipated
events.
About Keithley Instruments, Inc.
With more than 60 years of measurement expertise, Keithley
Instruments has become a world leader in advanced electrical test
instruments and systems. Our customers are scientists and
engineers in the worldwide electronics industry involved with
advanced materials research, semiconductor device development and
fabrication, and the production of end products such as portable
wireless devices. The value we provide them is a combination
of products for their critical measurement needs and a rich
understanding of their applications to improve the quality of their
products and reduce their cost of test. We serve customers in
more than 80 countries and generated $126.9
million of revenue during our fiscal year ended September 30, 2010.
SOURCE Keithley Instruments, Inc.