Danaher Corp. (DHR) has agreed to acquire IRIS International Inc. (IRIS) by making a cash tender offer to purchase all of the outstanding shares of IRIS at $19.50 per share, for a net transaction value to Danaher of some $338 million, including debt assumed and net of cash acquired.

Citi is acting as financial advisor and Stubbs Alderton & Markiles, LLP is serving as legal counsel to IRIS in connection with the transaction.

Upon closing, IRIS, a manufacturer of automated in-vitro diagnostics systems and consumables, would become part of Danaher's Beckman Coulter Diagnostics business. The IRIS board has unanimously urged its shareholders to accept and tender their shares into the offer. The transaction may close during the fourth quarter of 2012.

The tender offer is conditioned upon at least a majority of IRIS' outstanding shares being tendered, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. The transaction is structured as a tender offer followed by a merger and is expected to be completed in the fourth quarter of 2012. Upon closing, IRIS will become part of Danaher's Beckman Coulter Diagnostics business.

Commenting on today's transaction, César M. García, Chairman, President and Chief Executive Officer of IRIS International stated, "The Board of Directors voted unanimously to accept Danaher's proposal as it provides for an immediate compelling cash premium realization for our shareholders. Further, IRIS will benefit from being a part of a larger organization with significant resources to enable the acceleration of its diversified product pipeline strategy."