Exchange of Danaher (DHR) shares for Envista Holdings (NVST) shares

Danaher completed a tender offer to exchange shares of Danaher for shares of Envista Holdings effective December 18, 2019 in a transaction meant to be tax-free to its shareholders.

Details of the exchange can be found in the Prospectus on the Danaher web site. A link to this document can be found on the Danaher web site at . Click on the Prospectus link on this page.



This action requires a standard spinoff transaction in the accounting software followed by a reverse stock split.  The information below is based on the information available from the Prospectus  provided by Danaher. Because different shareholders could tender different proportions of their Danaher holdings, the Remaining Basis Percentage for the Spinoff portion of this transaction needs to be calculated individually by each shareholder. 

This exchange was oversubscribed. If you held less than 100 shares and tendered those shares, all shares were exchanged. If you tendered 100 or more DHR  shares, the shares accepted for the exchange were prorated at the rate of 7.2433%. The DHR shares accepted for exchange were rounded to the next whole share amount. %. If you tendered 200 DHR shares then 200 x .072433 shares were accepted for exchange. Rounded to the nearest whole share amount gives 14 shares accepted for exchange. You can also just calculate how many shares were removed from your DHR holdings from your broker statement.

Special situation – If you held less than 100 shares of DHR and had all shares accepted for the exchange, treat this as a merger of your DHR shares into NVST. The number of NVST shares received would be the same as for the Spinoff entry below: 5.5784 x (# of DHR shares exchanged). The NVST price to use in the merger transaction would be the same also.


The Spinoff Entry

Go to Transactions > Spinoff  or Accounting > Securities > Record stock split depending on the version of the software being used. . If you are unfamiliar with spinoff transactions you can get help at this URL:

Here is the information you need to complete the spinoff.

  • Date: 12/18/2019
  • Select Parent Security (or Parent Company) : Danaher Corp  (DHR)
  • Remaining Basis Percentage: Calculate this in using the following formula:
    • (# DHR shares after exchange / # DHR shares before exchange) x 100
    • For example, you owned 200 shares of DHR before the exchange and had 14 accepted for exchange. After the exchange you would have 186 DHR shares. The Remaining basis percentage in this case would be (186/200) x100 = 93
  • Cash received:  See your broker statement for cash-in-lieu received
  • Spinoff  Security (or Symbol of New Company) : Envista Holdings (NVST)
  • Shares received : 5.5784 x (# of DHR  shares accepted for exchange)   (Remember to include fractional shares.)
    • For example, if you had  100 DHR shares accepted for exchange, you should receive 5.5784 x 100 = 557.84  NVST shares.
  • Price Per Share : 28.71 (Closing price of NVST on 12/18/19, exchange completion day)  

Save the transaction and the spinoff  portion has been entered.


The Stock Split Entry

  • Go to Transactions > Stock Split  or Accounting > Securities > Record stock split
  • Date: 12/19/2019
  • Company: Danaher Corp  (DHR)
  • Split ratio:  # of DHR shares after exchange : # of DHR shares before exchange
  • Using the example above of 186 shares after the exchange and 200 before, the split ratio would be 186 for 200. (Or you can simplify to .93 for 1.)
  • Cash for fractional share:  See your broker statement. (There should be none for this transaction.)

Save the transaction and the reverse split portion has been completed.



The shares exchanged following these directions will be split among all tax lots of DHR owned on the exchange date in proportion to the size of lot to the total holdings. Check with your broker to find how they determined the lot allocation for share exchange. If they used a different method than the program, the cost basis of the companies involved as recorded in your accounting records and in your broker’s records will not match. This is not cause for concern. Partnership tax returns have specific areas to reconcile these usually small differences for gain/loss reporting on your 1065. ICLUBcentral tax printer software automatically fills in these adjustments in the normal operation of the software using the data imported from your accounting records and that you enter from your 1099.