UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ¨ | Preliminary Proxy Statement |
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| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
Visual Networks, Inc.
(Name of Registrant as Specified in Its Charter)
Danaher Corporation
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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This filing consists of a slide show presentation presented by Fluke Electronics Corporation to Visual Networks employees on December 5, 2005.
 1 Larry Barker Filed by Danaher Corporation Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Visual Networks, Inc. Commission File No.: 000-23699 Slide Show Presentation |
 Chris
Odell President |
 3 Fluke Networks is acquiring Visual Networks, Inc. • What we will cover this morning • Who is Fluke Networks? • Where will the Visual Networks fit within Fluke Networks? • Who is Fluke Networks’ parent company? • What are the key businesses of Fluke Networks? • Why is Fluke Networks acquiring Visual Networks? • What happens next? |
 4 • Began as an exploratory business unit within Fluke Corporation in 1992 – Fluke Corporation has 50+ years as world-leader of electronic test tools • In 2000, growth and market conditions caused Fluke Networks to become a separate business – Fluke Networks and Fluke Corporation are separate and distinct entities – Both are part of the Danaher family of companies (NYSE:DHR) Who is Fluke Networks? Who is Fluke Networks? DSP-100 Fluke Networks’ First Cable Tester Fluke Networks’ First Handheld Network Analyzer |
 5 Communication Service Providers • Visual Networks will become one of Fluke Networks’ core businesses, serving the enterprise market Datacom and Enterprise Fluke Networks Businesses and Support Organizations Newly Acquired Visual Networks Combining Visual Networks and Fluke Networks Visual Networks Mktg, Eng, Prod, Dev, Mfg, Sales Engineering Sales Finance and Operations |
 6 Fluke Networks is part of Danaher Corporation Danaher, a diversified technology leader, designs, manufactures, and markets innovative products and services with strong brand names and significant market positions over 6 strategic platforms Environmental Hand Tools Motion Electronic Test Medical Product ID Fluke and Fluke Networks are separate operating companies within Danaher but are part of the same strategic platform |
 7 Danaher Performance All figures in $m except EPS Excludes the following special credits and charges: - restructuring charges in 2001 and accounting changes and unusual credits in 2002 and 2003
00 01 02 03 04 $552.1 $571.7 $694.8 $823.5 $1,105.1 00 01 02 03 04 $1.11 $1.15 $1.38 $1.64 $2.30 00 01 02 03 04 $3,778 $3,782 $4,577 $5,294 $6,889 SALES OPERATING INCOME EPS CAGR 16% CAGR 19% CAGR 20% |
 8 Danaher 10 Year Shareholder Return 0 100 200 300 400 500 600 700 800 900 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Danaher 24.5% CAGR Dover 14.0% Textron 14.0% Honeywell 9.6% GE 18.0% ITW 16.9% Emerson 11.1% Cooper 10.6% SPX 17.8% Ingersoll-Rand 16.1% Thermo Electron 5.8% Eaton 15.6% 3M 15.0% Parker Hannifin 16.0% S&P 500 12.0% |
 Fluke
Networks |
 10 • Continuously profitable company since its inception • Approximately 50% of revenue from outside the U.S. • Over 600 associates worldwide Worldwide Headquarters: Everett, WA Major facilities: Colorado Springs; Austin, TX; Dallas, TX; Buford, GA; Cincinnati, OH; Bridgewater, NJ; Camarillo, CA Sales Offices & Associates: Worldwide Fluke Networks |
 11 • Focus on value, quality, and reliability • “Firsts” in all categories entered 1995 Digital Cable Tester 1999 Digital Cat 6 Cable Tester 1997 Handheld ATM Analyzer Handheld Network Analyzer 1993 Out of the Box Network Mgmt 1998 1998 Web- Enabled Handheld Analyzer xDSL Installation Tool 1997 Handheld Frame Relay Installation Tool 1999 Full line-rate Gigabit Analysis 2000 1993 Cat 5 Tester (Microtest) Handheld Fast Ethernet Analyzer 1996 1998 Cat 6 Tester (Microtest) Distributed Analyzer for Workgroups & VLANs 2002 Certifying OTDR for fiber LANs 2002 Self-contained OC3/OC12 WAN Analyzer 2003 Integrated WAN/LAN & WLAN network analysis solution 2003 Digital toner and probe 2004 2004 Analyzer to test Virtual LANS (VLANs) CableAnalyzer to dramatically reduce total time to certify 2004 Category defining connectivity Tester 2000 Wired/Wireless Network Analyzer 2002 EtherScope Network Assistant portable, Gigabit LAN analyzer 2004 Residential VDV Tester 2001 Application performance analyzer measures end-user response time 2004 EtherScope Network Assistant with a//b/g wireless 2005 History of Innovation 16 test sets in 1 instrument 2001 Integrated Network Analyzer 2000 |
 12 What does Fluke Networks do? We deliver…. What is Network SuperVision? |
 13 Network SuperVision is our brand promise • Helping customers gain unique vision into the network, and understand at a glance what is right and wrong, is core to all our external messaging • It is how we express ourselves to our customers concerning – our company – our products – our value proposition • We articulate this with three key statements … |
                         14 Portable Distributed Software Installers/ Maintainers Enterprise Networks Public Networks Techs Mgt Techs Admins Engineers Techs Mgt OptiView Integrated Network Analyzer Loop Testers Operation Support Systems LinkRunner, NetTool, EtherScope OptiView Console LinkWare™ Cable Test Management Software LinkWare™ Stats Protocol Expert DTX OptiFiber DaVaR Systems #1 - The right tool for the right person Fiber Test Butt Sets SuperAgent Application Performance Analyzer ReporterAnalyzer |
 15 Hardware Software Physical Application #2 - More ways to look at your network LAN WAN Portable Distributed |
 16 #3 - Each solution gives you unique vision into your network |
 17 Most awarded network management solutions in the industry… emap COMPUTIN networking industry awards ‘95 Best LAN Management Produc Fluke LANMeter Series |
 18 Core Businesses Distributed and handheld LAN and WAN test and analysis solutions xDSL qualification Process improvement Access management and testing Communication Service Providers Copper & fiber cable certification and troubleshooting Communication networks testing Datacom Installers Enterprise Management |
 19 • Market leader in copper & fiber cable certification and troubleshooting • Communication networks testing – Copper Test Solutions • Test, certify and document copper and fiber links • Significantly reduce total time to certify – Fiber Test Solutions • Comprehensive line of optical fiber test kits • Verify, certify and document fiber links • Advanced inspection scopes – Residential Solutions • A growing market with increasingly complex requirements • Fluke Networks provides tools, answers, market leadership Datacom Overview |
 20 Communication Service Provider Overview • Focused on two critical business needs: – Migrate from legacy to next generation networks … voice, data and video services – Process improvement solutions • Improve productivity and • Lower operating costs • Major product families – NetDSL Bulk Qualification Systems – LoopExpert Proactive and Reactive OSS Software Solutions – Access Network Field Test Instruments – Centralized Test Systems |
 21 Fluke Networks’ enterprise solutions • LAN and WAN test and analysis solutions – Portable Network Test & Analysis • Enterprise-wide view from anywhere on your wired or wireless network – Wireless LAN troubleshooting and management • Solutions to successfully troubleshoot and manage 802.11a/b/g wireless networks – Application and network performance monitoring and analysis • Enterprise application SLA monitoring, reporting and application troubleshooting • Enterprise WAN monitoring, analysis, troubleshooting, capacity planning and executive reporting • Remote office monitoring and troubleshooting solutions • VoIP QoS monitoring and troubleshooting |
 22 The companies’ APM solutions are complementary • SuperAgent works in data center – Measures end-to-end response time – Identifies the problem domain • Visual Networks gathers data at remote locations – Fully instruments remote locations – Reflects user experience |
 23 Where Visual Networks fits within Fluke Networks • Brand – Fluke Networks’ Network SuperVision – Visual Networks • Visual Uptime Select • Visual IP InSight – “Provide the highest degree of visibility” – “Visibility into layers 1-7” – Both companies offer customers vision into their networks • Products – Visual Networks’ solutions expand Fluke Networks’ application and network performance monitoring and analysis portfolio with large scale enterprise networked application traffic monitoring and troubleshooting – Visual Networks’ expands Fluke Networks’ presence into managed services marketplace • Markets – Visual Networks’ VARs, master distributors and carriers open reach customers not covered by FNET’s direct sales, rep firms and distributors |
 24 What is Fluke Networks’ go-forward plan for Visual Networks? • Today’s announcement is about the intended acquisition • We can say nothing definitive going forward until after closing • We expect much more will stay the same than will change • We will form an integration team • Headed by Jeff Lime, Fluke Networks Senior Vice President of Enterprise/Datacom Marketing • Strongly supported by Fluke Networks’ DBS Leader • Team members from Fluke Networks, Fluke Corp and Visual Networks |
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Important Additional Information and Where to Find It
Visual Networks, Inc. plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Visual Networks, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Visual Networks by calling 301.296.2300.
Danaher Corporation and Visual Networks, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Danaher’s directors and executive officers is contained in Danaher’s Form 10-K for the year ended December 31, 2005 and its proxy statement dated March 25, 2005. Information regarding Visual Networks’ directors and executive officers is contained in Visual Networks’ Form 10-K for the year ended December 31, 2004 and its proxy statement dated April 23, 2005, which are filed with the SEC. As of December 1, 2005, Visual Networks’ directors and executive officers beneficially owned approximately 206,096 shares, or less than 1%, of Visual Networks’ common stock. In addition, Danaher’s subsidiary, Fluke Electronics Corporation, has also entered into employment agreements with Lawrence S. Barker and Donald Clarke, effective upon the closing of the merger. A more complete description will be available in the Proxy Statement.
Cautionary Note Regarding Forward-Looking Statements
Statements in this document regarding the proposed merger transaction, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Danaher or Visual Networks’ managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “will,” “plans,” “anticipates,” “expects” and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the transaction, the ability of Danaher to successfully integrate Visual Networks’ operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report filed with the SEC and in Visual Networks’ Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report filed with the SEC. Danaher disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.