VNWK Visual Networks (MM)

WASHINGTON, Jan. 20 /PRNewswire-FirstCall/ -- Danaher Corporation (NYSE:DHR) announced today that its wholly-owned subsidiary Fluke Electronics Corporation has completed the acquisition of Visual Networks, Inc. (NASDAQ:VNWK), pursuant to an agreement and plan of merger dated December 1, 2005. As a result of the acquisition, Visual Networks will cease to be publicly traded and will no longer be listed on the NASDAQ Capital Market after the market closes on January 20, 2006. In accordance with the terms of the agreement and plan of merger, each outstanding share of Visual Networks common stock has been converted into the right to receive $1.83 in cash. Visual Networks stockholders who have stock certificates in their own name will receive instructions by mail from SunTrust Bank, the exchange agent for the merger, concerning how and where to forward their certificates for payment. Visual Networks stockholders should exchange their stock certificates for the merger consideration promptly following receipt of these materials. Brokers will handle conversion for those holding Visual Networks stock through brokerage accounts. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (http://www.danaher.com/) Statements in this document regarding the proposed acquisition of common shares of Visual Networks constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 purchases and the other factors described in Danaher's Annual Report on Form 10-K for the year ended December 31, 2004 and 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. First Call Analyst: FCMN Contact: DATASOURCE: Danaher Corporation CONTACT: Andy Wilson, Vice President, Investor Relations of Danaher Corporation, +1-202-828-0850 Web site: http://www.danaher.com/

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