The Securities Commission has granted an exemption from the prospectus requirement to Danaher Company for the spin-off of its subsidiary, Veralto Corporation. The exemption allows Danaher to distribute shares of Veralto to its Canadian shareholders as a dividend in specie without a prospectus. The decision is based on the fact that Danaher is not a reporting issuer in Canada, has a de minimis presence in the country, and the distribution requires no action or investment decision from Canadian shareholders.
The key points are:
– Danaher is a U.S. company with global operations, not a reporting issuer in Canada, and has no intention of becoming one.
– The spin-off involves distributing 100% of Veralto shares to Danaher shareholders on a pro rata basis.
– Veralto will hold Danaher’s Environmental & Applied Solutions Business and will be listed on the NYSE under the symbol VLTO.
– The number of Canadian shareholders and their shareholdings in Danaher are minimal.
– No active trading market for Veralto shares is expected in Canada post-spin-off.
– The spin-off is exempt from the prospectus requirement under Canadian securities law, except that Veralto is not a reporting issuer in Canada.
The decision is underpinned by section 53 and 74(1) of the Securities Act (Ontario) and is contingent on the first trade of Veralto shares being subject to section 2.6 of National Instrument 45-102 Resale of Securities. The outcome allows Danaher to proceed with the spin-off without the need for a prospectus in Canada.