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SMT & Inspection | November 23, 2010

Keithley shareholders approve merger

Shareholders of Keithley Instruments have approved the merger agreement with Danaher.
Keithley Instruments' 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% 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 USD 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.
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December 13 2018 1:08 pm V11.10.14-2