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Pall Corp. would pay $423M breakup fee if Danaher deal falls through

On May 13, 2015, Port Washington-based Pall Corp.

On May 13, 2015, Port Washington-based Pall Corp. agreed to be acquired by Danaher Corp. in a $13.8 billion deal. Photo Credit: Barry Sloan

Port Washington-based Pall Corp. would have to pay a $423.2 million breakup fee if its $13.8 billion acquisition by Danaher Corp. does not go through, according to the agreement filed Friday with government securities regulators.

Pall, which makes filtration and purification products for life sciences and industrial applications, is one of Long Island's largest public companies. It said Wednesday it agreed to be bought by Washington, D.C.-based Danaher, which would receive the breakup fee should the deal falter

Ronald Colombo, a professor at Hofstra University's School of Law and former counsel for Wall Street investment bank Morgan Stanley & Co., said that breakup fees frequently are included in such deals to protect the buyer's investment in pursuing the acquisition.

"To go down this road is very expensive," he said, and buyers like Danaher often request that a breakup fee be included in the agreement.

Colombo said that directors at Pall have to walk a fine line in negotiating a breakup fee: high enough to "cement" the bid by Danaher, but not too high to scare off other potential bidders.

"Once they decided to sell the company, they're obliged to have a single-minded focus on maximizing the price for shareholders," he said. "They have an obligation to sell to the highest credible bidder."

While $423.2 million -- about 3 percent of the total transaction -- is at the "higher end" of such fees, "it is not unreasonable," Colombo said.

Officials at Danaher and Pall did not immediately respond to requests for comment about the deal.

Danaher posted revenue of almost $20 billion in 2014. On Wednesday Danaher also said it planned to split into two businesses: one focused on science and technology that will retain the Danaher name and absorb Pall, and a second industrial company.

Yesterday shares of Pall closed down 0.04 percent to $123.70, while Danaher's stock slid 1.58 percent to $86.45.

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