Danaher Tendering Holders To Receive ~$100.83 Of NetScout Common In Exchange For $100 Of Danahar

Danaher Corporation

announced today the final exchange ratio for its split-off exchange offer for Danaher common stock in connection with the previously announced separation of Danaher's Communications business and merger of Potomac Holding LLC, the Danaher subsidiary holding its Communications business, with a subsidiary of NetScout Systems, Inc.

will be 2.4000 common units of Potomac Holding LLC for each share of Danaher common stock validly tendered and not properly withdrawn and accepted by Danaher pursuant to the terms of the exchange offer. After Danaher's acceptance of shares in the exchange offer, a subsidiary of NetScout will merge with and into Potomac Holding LLC, with Potomac Holding LLC surviving the merger and each Potomac Holding LLC common unit will automatically convert into the right to receive one share of NetScout common stock. The final calculated per-share value of Danaher common shares and the final calculated per-unit value of Potomac Holding LLC common units, in each case determined in the manner described in the Prospectus--Offer to Exchange, dated May 14, 2015 (the "Prospectus"), would have resulted in an exchange ratio of more than the upper limit of 2.4000. Accordingly, the final exchange ratio has been set at 2.4000 Potomac Holding LLC common units for each Danaher common share accepted in the exchange offer. Because the upper limit is in effect, the exchange offer has been automatically extended until 12:00 midnight, New York City time, on July 13, 2015. Based on the final exchange ratio, Danaher expects to accept for exchange approximately 26,041,666 shares of its common stock if the exchange offer is fully subscribed. Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of shares of Danaher common stock that Danaher accepts in the exchange offer may be less than the number of shares validly tendered by shareholders. Based on the final calculated per-share value of Danaher common stock and the final calculated per-common unit value of Potomac Holding LLC common units, in each case determined in the manner described in the Prospectus, tendering shareholders will receive approximately $100.83 of NetScout common stock for each $100 of Danaher common stock accepted for exchange Because the upper limit is in effect, the exchange offer has been automatically extended to 12:00 midnight, New York City time, on July 13, 2015, as provided by the terms of the exchange offer. Accordingly, Danaher shareholders may tender or withdraw their Danaher common shares until that time by following the procedures described in the Prospectus, the Letter of Transmittal and the Exchange and Transmittal Information Booklet. The completion of the exchange offer is subject to certain conditions as set forth in the Prospectus. As of 4:00 p.m., New York City time, on July 9, 2015, approximately 14,340,063 shares of Danaher common stock have been validly tendered for exchange and not validly withdrawn, including shares tendered pursuant to guaranteed delivery procedures.