Danaher Corporation Signs Definitive Merger Agreement With Fluke Corporation.

EVERETT, Wash.--(BUSINESS WIRE)--April 27, 1998--Danaher Corporation (NYSE:DHR) and Fluke Corporation (NYSE:FLK) announced today that they have entered into a definitive merger agreement pursuant to which the companies will merge.

According to the agreement, Fluke shareholders will receive .4524 shares of Danaher stock for each share of Fluke. The transaction is valued at approximately $33.39 per share to Fluke shareholders or approximately $625 million, based on Danaher's April 24, 1998 closing price. The transaction is also expected to be tax-free to Fluke shareholders.

The transaction, which will be accounted for as a pooling of interests, is subject to customary regulatory review and approval by Fluke shareholders. The Boards of Directors of both corporations have approved the agreement and Fluke has received a fairness opinion from Salomon Smith Barney, its financial advisor.

In connection with the execution of the merger agreement, Danaher has entered into an agreement with certain shareholders of Fluke, who collectively hold approximately 11% of the outstanding shares of Fluke common stock. The agreement also provides for each of these shareholders' to vote for and otherwise support the transaction. Additionally, Fluke and Danaher have entered into a stock option agreement whereby Fluke has granted Danaher an irrevocable option to purchase up to 19.9% of Fluke's issued and outstanding shares of common stock at $34 per share.

George M. Sherman, Danaher's President and Chief Executive Officer, stated, "We are very excited about the combination of our two companies. With its premier brand, experienced management team, reputation for superior quality and innovation, and global presence, Fluke represents a very attractive strategic fit with Danaher. We expect the transaction to be accretive to earnings per share."

William G. Parzybok, Jr., Fluke's Chairman and Chief Executive Officer, stated, "We believe this transaction is very positive for Fluke shareholders, employees and customers. We are excited to be part of Danaher and see many strategic advantages as a result of this transaction."

Fluke Corporation, with annual revenues of approximately $430 million, is a leading worldwide manufacturer of compact, professional electronic test tools. Its products are used by technicians and engineers in installation, maintenance, service, manufacturing test and quality functions in a variety of industries throughout the world. Fluke, founded in 1948, has approximately 2,500 employees worldwide and distributes its products in over 100 countries. The company's worldwide headquarters are in Everett, Washington, USA, with European sales and service headquarters located in Eindhoven, The Netherlands. (http://www.fluke.com)

Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components. (http://www.danaher.com)

CONTACT: Fluke Corporation

Elizabeth J. Huebner, 425/356-5664 (CFO)

Gary Ball, 425/356-5262 (Manager, IR and Public Affairs)

or

Danaher Corporation

Patrick W. Allender, 202/828-0850 (CFO)