NetScout Reports Prelim. Registration Statement on S-4, Proxy Statement for Special Holder

NetScout Systems, Inc.

, an industry leader for advanced network, application and service assurance solutions, announced today that the Company has filed a preliminary Registration Statement on Form S-4 and a preliminary Proxy Statement with the U.S. Securities and Exchange Commission (SEC) in connection with its proposed acquisition of the Communications business of Danaher Corporation

. While this Registration Statement and Proxy Statement have not yet become effective and the information contained therein is subject to change, the filings collectively represent an important milestone in the process of closing this transaction. Once these filings have been declared effective, NetScout intends to set a date for a special meeting for its stockholders to approve the proposals associated with the transaction, and deliver the final Proxy Statement to its stockholders. The S-4 Registration Statement and Proxy Statement are available through the SEC's EDGAR system on www.sec.gov and via NetScout's website at http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-acquisitions or http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-sec. Danaher Corporation has also filed its own preliminary Registration Statement on Form S-4 associated with the transaction. As previously announced on October 13, 2014, NetScout entered into a definitive agreement to acquire Danaher's Communications business, comprising Tektronix Communications, Arbor Networks, and certain parts of Fluke Networks. The combination of NetScout and Danaher's Communications business will be structured as a Reverse Morris Trust (RMT) transaction under which Danaher shareholders will receive an aggregate 62.5 million NetScout shares, valued at approximately $2.4 billion based on NetScout's closing stock price of $38.48 on Wednesday, December 3, 2014. Using the RMT structure, the transaction is expected to be tax free to Danaher and its shareholders. Upon the completion of the merger, Danaher's shareholders will own approximately 59.5% of the combined company and NetScout shareholders will own approximately 40.5% on a fully diluted basis. The transaction is expected to close in the summer of 2015, which is the first half of NetScout's fiscal year 2016, subject to approval by NetScout shareholders, regulatory approvals and other customary closing conditions, as well as the receipt by Danaher of a ruling by the U.S. Internal Revenue Service and opinions of counsel regarding certain tax matters. The Boards of Directors of both companies have unanimously approved the transaction.